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User Agreement

Effective November 14, 2019
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Table of Contents

    PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
    This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited ("Elance Ltd."). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
    This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. This Agreement also incorporates, for any User using the Upwork Direct Contract Service, Upwork Direct Contract Terms and Direct Contract Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
    Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
    YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
    IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.

    TABLE OF CONTENTS


    1. UPWORK ACCOUNTS

    Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.

    1.1 REGISTRATION AND ACCEPTANCE

    By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
    To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
    If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.

    1.2 ACCOUNT ELIGIBILITY

    Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

    1.3 ACCOUNT PROFILE

    To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

    1.4 ACCOUNT TYPES

    As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

    1.4.1 CLIENT ACCOUNT

    You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account. Any user using the Site, Site Services, including Direct Contract Services, for the purpose of searching for or using Freelancer Services is a “Client” for purposes of the Terms of Service.

    1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

    You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
    You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.

    1.5 ACCOUNT PERMISSIONS

    You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.

    1.6 IDENTITY AND LOCATION VERIFICATION

    When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.

    1.7 USERNAMES AND PASSWORDS

    When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.

    2. PURPOSE OF UPWORK

    Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
    The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

    2.1 RELATIONSHIP WITH UPWORK

    Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
    You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
    You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
    Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
    Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

    2.2 TAXES AND BENEFITS

    Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.

    2.3 MARKETPLACE FEEDBACK AND USER CONTENT

    You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
    You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
    Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.

    3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

    Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

    3.1 SERVICE CONTRACTS

    If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
    With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
    The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
    Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.

    3.2 DISPUTES AMONG USERS

    For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
    If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.

    3.3 CONFIDENTIAL INFORMATION

    Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
    To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

    3.4 THIRD-PARTY BENEFICIARIES

    It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.

    4. WORKER CLASSIFICATION AND UPWORK PAYROLL

    Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.

    4.1 WORKER CLASSIFICATION

    Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
    Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.

    4.2 UPWORK PAYROLL SERVICES

    Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
    Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.

    5. UPWORK FEES

    Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.

    5.1 SERVICE FEES FOR FREELANCERS

    Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site Services. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement and the Direct Contract Terms, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.

    5.2 MEMBERSHIP FEES AND CONNECTS

    Freelancers pay Upwork a membership fee if they subscribe for a paid membership to access additional features and Site Services and may purchase "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.

    5.3 DISBURSEMENT FEES

    Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
    Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.

    5.4 CLIENT FEES

    Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement. Clients do not pay fees if they use the Site solely for Direct Contracts.

    5.5 VAT AND OTHER TAXES

    Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.

    5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

    Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.

    6. PAYMENT TERMS AND ESCROW SERVICES

    Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.

    6.1 ESCROW SERVICES

    Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
    6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
    Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
    Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
    Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
    Direct Contracts. If Users enter into a Direct Contract, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Direct Contract Escrow Instructions.
    Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
    6.1.2 ESCROW ACCOUNTS
    Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
    (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.

    (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
    (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.

    (d) Direct Contract Escrow Account. When you enter into a Direct Contract, Upwork Escrow will establish and maintain a “Direct Contract Escrow Account” to receive, hold, and release payments pursuant to the Direct Contract Escrow Instructions for the Project that is the subject of that Direct Contract.
    You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
    6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
    If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
    6.1.4 TITLE TO FUNDS
    Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
    6.1.5 NO INTEREST
    You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
    6.1.6 ESCROW AGENT DUTIES
    We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
    6.1.7 ESCROW AGENT RIGHT
    We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.

    6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS

    For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
    Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork or its Affiliates, Upwork Escrow or Elance Ltd., to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork or its Affiliates, Upwork Escrow or Elance Ltd., to charge Client’s Payment Method for the Freelancer Fees.

    6.3 DISBURSEMENTS TO FREELANCERS

    Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
    For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
    Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
    In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.

    6.4 NON-PAYMENT

    If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
    If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
    At our discretion and to the extent permitted by applicable law, Upwork or its Affiliates, Upwork Escrow or Elance Ltd., may, without notice, charge all or a portion of the amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Upwork, Upwork Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

    6.5 NO RETURN OF FUNDS

    Client acknowledges and agrees that Upwork or its Affiliates, Upwork Escrow or Elance Ltd., will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement and that once Upwork or its Affiliates, Upwork Escrow or Elance Ltd., charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or its Affiliates, Upwork Escrow or Elance Ltd., may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.

    6.6 PAYMENT METHODS

    In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
    Client hereby authorizes Upwork, Upwork Escrow, and Elance Ltd., as applicable, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
    By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
    Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.

    6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION

    The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and Upwork or its Affiliates, Upwork Escrow or Elance Ltd., as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, Elance Ltd., and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, Elance Ltd., and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.

    7. NON-CIRCUMVENTION

    Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.

    7.1 MAKING PAYMENTS THROUGH UPWORK

    You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
    Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
    • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
    • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
    • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
    • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
    You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
    If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

    7.2 OPTING OUT

    You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
    The Opt-Out Fee is computed as follows
    (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
    (b) the greater of:
    (i) $3,500; or
    (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
    (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
    (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
    To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
    If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

    8. RECORDS OF COMPLIANCE

    Section 8 discusses your agreement to make and keep all required records, as detailed below.
    Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.

    9. WARRANTY DISCLAIMER

    Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
    YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

    10. LIMITATION OF LIABILITY

    Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
    Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
    • your use of or your inability to use our Site or Site Services;
    • delays or disruptions in our Site or Site Services;
    • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
    • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
    • damage to your hardware device from the use of the Site or Site Services;
    • the content, actions, or inactions of third parties’ use of the Site or Site Services;
    • a suspension or other action taken with respect to your Account;
    • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
    • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
    ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

    11. RELEASE

    Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
    In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
    TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
    This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.

    12. INDEMNIFICATION

    Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
    You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
    “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
    “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

    13. AGREEMENT TERM AND TERMINATION

    Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.

    13.1 TERMINATION

    Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
    Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
    You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.

    13.2 ACCOUNT DATA ON CLOSURE

    Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.

    13.3 SURVIVAL

    After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

    14. DISPUTES BETWEEN YOU AND UPWORK

    Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.

    14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

    If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
    Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
    Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.

    14.2 CHOICE OF LAW

    These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

    14.3 INFORMAL DISPUTE RESOLUTION

    Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

    14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)

    This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
    In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

    14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

    This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
    Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
    You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
    This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
    This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
    Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

    14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

    This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
    In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

    14.4.3. CLASS AND COLLECTIVE WAIVER

    Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

    14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION

    You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
    If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
    14.4.5. Enforcement of this Arbitration Provision.
    This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

    15. GENERAL

    Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.

    15.1 ENTIRE AGREEMENT

    This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.

    15.2 MODIFICATIONS; WAIVER

    No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

    15.3 ASSIGNABILITY

    User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

    15.4 SEVERABILITY

    If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

    15.5 FORCE MAJEURE

    The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.

    15.6 PREVAILING LANGUAGE AND LOCATION

    The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
    15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
    Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
    In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

    15.8 CONSENT TO USE ELECTRONIC RECORDS

    In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.

    16. DEFINITIONS

    Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
    Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
    “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
    “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
    “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
    “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
    “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
    “Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
    “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
    “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
    The term “including” as used herein means including without limitation.
    “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
    “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
    “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
    “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
    “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; (b) a Direct Contract as defined in the Upwork Direct Contract Terms; or (c) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
    “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
    “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
    “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

    Effective September 19, 2019   to  November 14, 2019
    Download

    Table of Contents

      PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
      This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited ("Elance Ltd."). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
      This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
      Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
      YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
      IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
      TABLE OF CONTENTS
      1. Upwork Accounts
      1.1 Registration and Acceptance
      1.2 Account Eligibility
      1.3 Account Profile
      1.4 Account Types
      1.5 Account Permissions
      1.6 Identity and Location Verification
      1.7 Usernames and Passwords
      2. Purpose of Upwork
      2.1 Relationship with Upwork
      2.2 Taxes and Benefits
      2.3 Marketplace Feedback and User Content
      3. Contractual Relationship Between Client and Freelancer
      3.1 Service Contracts
      3.2 Disputes Among Users
      3.3 Confidential Information
      3.4 Third-Party Beneficiaries
      4. Worker Classification and Upwork Payroll
      4.1 Worker Classification
      4.2 Upwork Payroll Services
      5. Upwork Fees
      5.1 Service Fees for Freelancers
      5.2 Membership Fees and Connects
      5.3 Disbursement Fees
      5.4 Client Fees
      5.5 VAT and Other Taxes
      5.6 No Fee for Introducing or Finding Projects
      6. Payment Terms and Escrow Services
      6.1 Escrow Services
      6.2 Client Payments on Service Contracts
      6.3 Disbursements to Freelancers
      6.4 Non-Payment
      6.5 No Return of Funds
      6.6 Payment Methods
      6.7 U.S. Dollars and Foreign Currency Conversion
      7. Non-Circumvention
      7.1 Making Payments Through Upwork
      7.2 Opting Out
      8. Records of Compliance
      9. Warranty Disclaimer
      10. Limitation of Liability
      11. Release
      12. Indemnification
      13. Agreement Term and Termination
      13.1 Termination
      13.2 Account Data on Closure
      13.3 Survival
      14. Disputes Between You and Upwork
      14.1 Dispute Process, Arbitration, and Scope
      14.2 Choice of Law
      14.3 Informal Dispute Resolution
      14.4 Binding Arbitration and Class Action/Jury Trial Waiver
      15. General
      15.1 Entire Agreement
      15.2 Modifications; Waiver
      15.3 Assignability
      15.4 Severability
      15.5 Force Majeure
      15.6 Prevailing Language and Location
      15.7 Access of the Site Outside the United States
      15.8 Consent to Use Electronic Records
      16. Definitions

      1. UPWORK ACCOUNTS
      Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
      1.1 REGISTRATION AND ACCEPTANCE
      By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
      To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
      If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
      1.2 ACCOUNT ELIGIBILITY
      Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
      1.3 ACCOUNT PROFILE
      To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
      1.4 ACCOUNT TYPES
      As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
      1.4.1 CLIENT ACCOUNT
      You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
      1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
      You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
      You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
      1.5 ACCOUNT PERMISSIONS
      You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
      1.6 IDENTITY AND LOCATION VERIFICATION
      When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
      1.7 USERNAMES AND PASSWORDS
      When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
      2. PURPOSE OF UPWORK
      Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
      The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
      2.1 RELATIONSHIP WITH UPWORK
      Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
      You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
      You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
      Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
      Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
      2.2 TAXES AND BENEFITS
      Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
      2.3 MARKETPLACE FEEDBACK AND USER CONTENT
      You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
      You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
      Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
      3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
      Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
      3.1 SERVICE CONTRACTS
      If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
      With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
      The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
      Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
      3.2 DISPUTES AMONG USERS
      For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
      If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
      3.3 CONFIDENTIAL INFORMATION
      Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
      To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
      3.4 THIRD-PARTY BENEFICIARIES
      It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
      4. WORKER CLASSIFICATION AND UPWORK PAYROLL
      Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
      4.1 WORKER CLASSIFICATION
      Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
      Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
      4.2 UPWORK PAYROLL SERVICES
      Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
      Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
      5. UPWORK FEES
      Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
      5.1 SERVICE FEES FOR FREELANCERS
      Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
      5.2 MEMBERSHIP FEES AND CONNECTS
      Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
      5.3 DISBURSEMENT FEES
      Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
      Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
      5.4 CLIENT FEES
      Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
      5.5 VAT AND OTHER TAXES
      Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
      5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
      Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
      6. PAYMENT TERMS AND ESCROW SERVICES
      Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
      6.1 ESCROW SERVICES
      Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
      6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
      Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
      Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
      Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
      Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
      6.1.2 ESCROW ACCOUNTS
      Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
      (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
      (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
      (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
      You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
      6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
      If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
      6.1.4 TITLE TO FUNDS
      Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
      6.1.5 NO INTEREST
      You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
      6.1.6 ESCROW AGENT DUTIES
      We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
      6.1.7 ESCROW AGENT RIGHT
      We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
      6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
      For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
      Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork or its Affiliates, Upwork Escrow or Elance Ltd., to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork or its Affiliates, Upwork Escrow or Elance Ltd., to charge Client’s Payment Method for the Freelancer Fees.
      6.3 DISBURSEMENTS TO FREELANCERS
      Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
      For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
      Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
      In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
      6.4 NON-PAYMENT
      If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
      If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
      At our discretion and to the extent permitted by applicable law, Upwork or its Affiliates, Upwork Escrow or Elance Ltd.,
      may, without notice, charge all or a portion of the amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by Upwork, Upwork Escrow or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
      6.5 NO RETURN OF FUNDS
      Client acknowledges and agrees that Upwork or its Affiliates, Upwork Escrow or Elance Ltd., will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and the Fee and ACH Authorization Agreement and that once Upwork or its Affiliates, Upwork Escrow or Elance Ltd., charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or its Affiliates, Upwork Escrow or Elance Ltd., may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
      6.6 PAYMENT METHODS
      In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
      Client hereby authorizes Upwork, Upwork Escrow, and Elance Ltd., as applicable, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
      By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
      Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
      6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
      The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and Upwork or its Affiliates, Upwork Escrow or Elance Ltd., as applicable, does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, Elance Ltd., and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, Elance Ltd., and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
      7. NON-CIRCUMVENTION
      Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
      7.1 MAKING PAYMENTS THROUGH UPWORK
      You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
      Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
      • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
      • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
      • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
      • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
      You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
      If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
      7.2 OPTING OUT
      You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
      The Opt-Out Fee is computed as follows
      (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
      (b) the greater of:
      (i) $3,500; or
      (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
      (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
      (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
      To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
      If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
      8. RECORDS OF COMPLIANCE
      Section 8 discusses your agreement to make and keep all required records, as detailed below.
      Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
      9. WARRANTY DISCLAIMER
      Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
      YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
      10. LIMITATION OF LIABILITY
      Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
      Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
      • your use of or your inability to use our Site or Site Services;
      • delays or disruptions in our Site or Site Services;
      • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
      • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
      • damage to your hardware device from the use of the Site or Site Services;
      • the content, actions, or inactions of third parties’ use of the Site or Site Services;
      • a suspension or other action taken with respect to your Account;
      • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
      • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
      ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
      11. RELEASE
      Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
      In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
      TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
      This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
      12. INDEMNIFICATION
      Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
      You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
      “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
      “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
      13. AGREEMENT TERM AND TERMINATION
      Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
      13.1 TERMINATION
      Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
      Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
      You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
      13.2 ACCOUNT DATA ON CLOSURE
      Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
      13.3 SURVIVAL
      After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
      14. DISPUTES BETWEEN YOU AND UPWORK
      Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
      14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
      If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
      Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
      Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
      14.2 CHOICE OF LAW
      These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
      14.3 INFORMAL DISPUTE RESOLUTION
      Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
      14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
      This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
      In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
      14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
      This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
      Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
      You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
      This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
      This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
      Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
      14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
      This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
      In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
      14.4.3. CLASS AND COLLECTIVE WAIVER
      Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
      14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
      You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
      If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
      14.4.5. Enforcement of this Arbitration Provision.
      This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
      15. GENERAL
      Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
      15.1 ENTIRE AGREEMENT
      This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
      15.2 MODIFICATIONS; WAIVER
      No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
      15.3 ASSIGNABILITY
      User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
      15.4 SEVERABILITY
      If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
      15.5 FORCE MAJEURE
      The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
      15.6 PREVAILING LANGUAGE AND LOCATION
      The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
      15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
      Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
      In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
      15.8 CONSENT TO USE ELECTRONIC RECORDS
      In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
      16. DEFINITIONS
      Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
      Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
      “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
      “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
      “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
      “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
      “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
      “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
      “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
      The term “including” as used herein means including without limitation.
      “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
      “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
      “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
      “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
      “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
      “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
      “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
      “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

      Effective June 5, 2019   to  September 19, 2019
      Download

      Table of Contents

        PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
        This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
        This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
        Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
        YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
        IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
        TABLE OF CONTENTS
        1. Upwork Accounts
        1.1 Registration and Acceptance
        1.2 Account Eligibility
        1.3 Account Profile
        1.4 Account Types
        1.5 Account Permissions
        1.6 Identity and Location Verification
        1.7 Usernames and Passwords
        2. Purpose of Upwork
        2.1 Relationship with Upwork
        2.2 Taxes and Benefits
        2.3 Marketplace Feedback and User Content
        3. Contractual Relationship Between Client and Freelancer
        3.1 Service Contracts
        3.2 Disputes Among Users
        3.3 Confidential Information
        3.4 Third-Party Beneficiaries
        4. Worker Classification and Upwork Payroll
        4.1 Worker Classification
        4.2 Upwork Payroll Services
        5. Upwork Fees
        5.1 Service Fees for Freelancers
        5.2 Membership Fees and Connects
        5.3 Disbursement Fees
        5.4 Client Fees
        5.5 VAT and Other Taxes
        5.6 No Fee for Introducing or Finding Projects
        6. Payment Terms and Escrow Services
        6.1 Escrow Services
        6.2 Client Payments on Service Contracts
        6.3 Disbursements to Freelancers
        6.4 Non-Payment
        6.5 No Return of Funds
        6.6 Payment Methods
        6.7 U.S. Dollars and Foreign Currency Conversion
        7. Non-Circumvention
        7.1 Making Payments Through Upwork
        7.2 Opting Out
        8. Records of Compliance
        9. Warranty Disclaimer
        10. Limitation of Liability
        11. Release
        12. Indemnification
        13. Agreement Term and Termination
        13.1 Termination
        13.2 Account Data on Closure
        13.3 Survival
        14. Disputes Between You and Upwork
        14.1 Dispute Process, Arbitration, and Scope
        14.2 Choice of Law
        14.3 Informal Dispute Resolution
        14.4 Binding Arbitration and Class Action/Jury Trial Waiver
        15. General
        15.1 Entire Agreement
        15.2 Modifications; Waiver
        15.3 Assignability
        15.4 Severability
        15.5 Force Majeure
        15.6 Prevailing Language and Location
        15.7 Access of the Site Outside the United States
        15.8 Consent to Use Electronic Records
        16. Definitions

        1. UPWORK ACCOUNTS
        Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
        1.1 REGISTRATION AND ACCEPTANCE
        By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
        To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
        If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
        1.2 ACCOUNT ELIGIBILITY
        Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
        1.3 ACCOUNT PROFILE
        To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
        1.4 ACCOUNT TYPES
        As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
        1.4.1 CLIENT ACCOUNT
        You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
        1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
        You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
        You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
        1.5 ACCOUNT PERMISSIONS
        You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
        1.6 IDENTITY AND LOCATION VERIFICATION
        When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
        1.7 USERNAMES AND PASSWORDS
        When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
        2. PURPOSE OF UPWORK
        Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
        The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
        2.1 RELATIONSHIP WITH UPWORK
        Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
        You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
        You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
        Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
        Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
        2.2 TAXES AND BENEFITS
        Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
        2.3 MARKETPLACE FEEDBACK AND USER CONTENT
        You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
        You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
        Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
        3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
        Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
        3.1 SERVICE CONTRACTS
        If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
        With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
        The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
        Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
        3.2 DISPUTES AMONG USERS
        For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
        If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
        3.3 CONFIDENTIAL INFORMATION
        Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
        To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
        3.4 THIRD-PARTY BENEFICIARIES
        It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
        4. WORKER CLASSIFICATION AND UPWORK PAYROLL
        Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
        4.1 WORKER CLASSIFICATION
        Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
        Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
        4.2 UPWORK PAYROLL SERVICES
        Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
        Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
        5. UPWORK FEES
        Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
        5.1 SERVICE FEES FOR FREELANCERS
        Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
        5.2 MEMBERSHIP FEES AND CONNECTS
        Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
        5.3 DISBURSEMENT FEES
        Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
        Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
        5.4 CLIENT FEES
        Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
        5.5 VAT AND OTHER TAXES
        Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
        5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
        Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
        6. PAYMENT TERMS AND ESCROW SERVICES
        Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
        6.1 ESCROW SERVICES
        Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
        6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
        Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
        Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
        Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
        Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
        6.1.2 ESCROW ACCOUNTS
        Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
        (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
        (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
        (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
        You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
        6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
        If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
        6.1.4 TITLE TO FUNDS
        Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
        6.1.5 NO INTEREST
        You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
        6.1.6 ESCROW AGENT DUTIES
        We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
        6.1.7 ESCROW AGENT RIGHT
        We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
        6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
        For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
        Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
        6.3 DISBURSEMENTS TO FREELANCERS
        Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
        For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
        Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
        In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
        6.4 NON-PAYMENT
        If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
        If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
        Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
        6.5 NO RETURN OF FUNDS
        Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
        6.6 PAYMENT METHODS
        In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
        Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
        Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
        By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
        Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
        6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
        The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
        7. NON-CIRCUMVENTION
        Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
        7.1 MAKING PAYMENTS THROUGH UPWORK
        You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
        Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
        • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
        • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
        • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
        • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
        You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
        If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
        7.2 OPTING OUT
        You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
        The Opt-Out Fee is computed as follows
        (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
        (b) the greater of:
        (i) $3,500; or
        (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
        (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
        (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
        To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
        If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
        8. RECORDS OF COMPLIANCE
        Section 8 discusses your agreement to make and keep all required records, as detailed below.
        Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
        9. WARRANTY DISCLAIMER
        Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
        YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
        10. LIMITATION OF LIABILITY
        Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
        Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
        • your use of or your inability to use our Site or Site Services;
        • delays or disruptions in our Site or Site Services;
        • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
        • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
        • damage to your hardware device from the use of the Site or Site Services;
        • the content, actions, or inactions of third parties’ use of the Site or Site Services;
        • a suspension or other action taken with respect to your Account;
        • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
        • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
        ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
        11. RELEASE
        Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
        In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
        TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
        This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
        12. INDEMNIFICATION
        Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
        You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
        “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
        “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
        13. AGREEMENT TERM AND TERMINATION
        Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
        13.1 TERMINATION
        Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
        Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
        You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
        13.2 ACCOUNT DATA ON CLOSURE
        Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
        13.3 SURVIVAL
        After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
        14. DISPUTES BETWEEN YOU AND UPWORK
        Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
        14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
        If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
        Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
        Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
        14.2 CHOICE OF LAW
        These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
        14.3 INFORMAL DISPUTE RESOLUTION
        Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
        14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
        This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
        In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
        14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
        This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
        Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
        You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
        This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
        This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
        Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
        14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
        This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
        In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
        14.4.3. CLASS AND COLLECTIVE WAIVER
        Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
        14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
        You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 2625 Augustine Dr., Suite 601, Santa Clara CA 95054 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
        If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
        14.4.5. Enforcement of this Arbitration Provision.
        This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
        15. GENERAL
        Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
        15.1 ENTIRE AGREEMENT
        This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
        15.2 MODIFICATIONS; WAIVER
        No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
        15.3 ASSIGNABILITY
        User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
        15.4 SEVERABILITY
        If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
        15.5 FORCE MAJEURE
        The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
        15.6 PREVAILING LANGUAGE AND LOCATION
        The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
        15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
        Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
        In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
        15.8 CONSENT TO USE ELECTRONIC RECORDS
        In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
        16. DEFINITIONS
        Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
        Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
        “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
        “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
        “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
        “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
        “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
        “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
        “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
        The term “including” as used herein means including without limitation.
        “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
        “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
        “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
        “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
        “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
        “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
        “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
        “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

        Effective April 2, 2019   to  June 5, 2019
        Download

        Table of Contents

          PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
          This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
          This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
          Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
          YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
          IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
          TABLE OF CONTENTS
          1. Upwork Accounts
          1.1 Registration and Acceptance
          1.2 Account Eligibility
          1.3 Account Profile
          1.4 Account Types
          1.5 Account Permissions
          1.6 Identity and Location Verification
          1.7 Usernames and Passwords
          2. Purpose of Upwork
          2.1 Relationship with Upwork
          2.2 Taxes and Benefits
          2.3 Marketplace Feedback and User Content
          3. Contractual Relationship Between Client and Freelancer
          3.1 Service Contracts
          3.2 Disputes Among Users
          3.3 Confidential Information
          3.4 Third-Party Beneficiaries
          4. Worker Classification and Upwork Payroll
          4.1 Worker Classification
          4.2 Upwork Payroll Services
          5. Upwork Fees
          5.1 Service Fees for Freelancers
          5.2 Membership Fees and Connects
          5.3 Disbursement Fees
          5.4 Client Fees
          5.5 VAT and Other Taxes
          5.6 No Fee for Introducing or Finding Projects
          6. Payment Terms and Escrow Services
          6.1 Escrow Services
          6.2 Client Payments on Service Contracts
          6.3 Disbursements to Freelancers
          6.4 Non-Payment
          6.5 No Return of Funds
          6.6 Payment Methods
          6.7 U.S. Dollars and Foreign Currency Conversion
          7. Non-Circumvention
          7.1 Making Payments Through Upwork
          7.2 Opting Out
          8. Records of Compliance
          9. Warranty Disclaimer
          10. Limitation of Liability
          11. Release
          12. Indemnification
          13. Agreement Term and Termination
          13.1 Termination
          13.2 Account Data on Closure
          13.3 Survival
          14. Disputes Between You and Upwork
          14.1 Dispute Process, Arbitration, and Scope
          14.2 Choice of Law
          14.3 Informal Dispute Resolution
          14.4 Binding Arbitration and Class Action/Jury Trial Waiver
          15. General
          15.1 Entire Agreement
          15.2 Modifications; Waiver
          15.3 Assignability
          15.4 Severability
          15.5 Force Majeure
          15.6 Prevailing Language and Location
          15.7 Access of the Site Outside the United States
          15.8 Consent to Use Electronic Records
          16. Definitions

          1. UPWORK ACCOUNTS
          Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
          1.1 REGISTRATION AND ACCEPTANCE
          By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
          To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
          If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
          1.2 ACCOUNT ELIGIBILITY
          Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
          1.3 ACCOUNT PROFILE
          To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
          1.4 ACCOUNT TYPES
          As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
          1.4.1 CLIENT ACCOUNT
          You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
          1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
          You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
          You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
          1.5 ACCOUNT PERMISSIONS
          You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
          1.6 IDENTITY AND LOCATION VERIFICATION
          When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
          1.7 USERNAMES AND PASSWORDS
          When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
          2. PURPOSE OF UPWORK
          Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
          The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
          2.1 RELATIONSHIP WITH UPWORK
          Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
          You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
          You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
          Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
          Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
          2.2 TAXES AND BENEFITS
          Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
          2.3 MARKETPLACE FEEDBACK AND USER CONTENT
          You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
          You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
          Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
          3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
          Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
          3.1 SERVICE CONTRACTS
          If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
          With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
          The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
          Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
          3.2 DISPUTES AMONG USERS
          For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
          If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
          3.3 CONFIDENTIAL INFORMATION
          Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
          To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
          3.4 THIRD-PARTY BENEFICIARIES
          It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
          4. WORKER CLASSIFICATION AND UPWORK PAYROLL
          Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
          4.1 WORKER CLASSIFICATION
          Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
          Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
          4.2 UPWORK PAYROLL SERVICES
          Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
          Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
          5. UPWORK FEES
          Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
          5.1 SERVICE FEES FOR FREELANCERS
          Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
          5.2 MEMBERSHIP FEES AND CONNECTS
          Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchasing "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
          5.3 DISBURSEMENT FEES
          Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
          Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
          5.4 CLIENT FEES
          Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
          5.5 VAT AND OTHER TAXES
          Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
          5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
          Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
          6. PAYMENT TERMS AND ESCROW SERVICES
          Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
          6.1 ESCROW SERVICES
          Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
          6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
          Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
          Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
          Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
          Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
          6.1.2 ESCROW ACCOUNTS
          Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
          (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
          (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
          (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
          You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
          6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
          If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
          6.1.4 TITLE TO FUNDS
          Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
          6.1.5 NO INTEREST
          You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
          6.1.6 ESCROW AGENT DUTIES
          We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
          6.1.7 ESCROW AGENT RIGHT
          We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
          6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
          For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
          Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
          6.3 DISBURSEMENTS TO FREELANCERS
          Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
          For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
          Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
          In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
          6.4 NON-PAYMENT
          If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
          If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
          Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
          6.5 NO RETURN OF FUNDS
          Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
          6.6 PAYMENT METHODS
          In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
          Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
          Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
          By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
          Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
          6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
          The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
          7. NON-CIRCUMVENTION
          Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
          7.1 MAKING PAYMENTS THROUGH UPWORK
          You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
          Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
          • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
          • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
          • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
          • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
          You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
          If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
          7.2 OPTING OUT
          You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
          The Opt-Out Fee is computed as follows
          (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
          (b) the greater of:
          (i) $3,500; or
          (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
          (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
          (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
          To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
          If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
          8. RECORDS OF COMPLIANCE
          Section 8 discusses your agreement to make and keep all required records, as detailed below.
          Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
          9. WARRANTY DISCLAIMER
          Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
          YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
          10. LIMITATION OF LIABILITY
          Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
          Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
          • your use of or your inability to use our Site or Site Services;
          • delays or disruptions in our Site or Site Services;
          • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
          • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
          • damage to your hardware device from the use of the Site or Site Services;
          • the content, actions, or inactions of third parties’ use of the Site or Site Services;
          • a suspension or other action taken with respect to your Account;
          • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
          • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
          ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
          11. RELEASE
          Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
          In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
          TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
          This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
          12. INDEMNIFICATION
          Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
          You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
          “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
          “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
          13. AGREEMENT TERM AND TERMINATION
          Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
          13.1 TERMINATION
          Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
          Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
          You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
          13.2 ACCOUNT DATA ON CLOSURE
          Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
          13.3 SURVIVAL
          After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
          14. DISPUTES BETWEEN YOU AND UPWORK
          Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
          14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
          If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
          Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
          Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
          14.2 CHOICE OF LAW
          These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
          14.3 INFORMAL DISPUTE RESOLUTION
          Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
          14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
          This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
          In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
          14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
          This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
          Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
          You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
          This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
          This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
          Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
          14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
          This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
          In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
          14.4.3. CLASS AND COLLECTIVE WAIVER
          Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
          14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
          You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
          If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
          14.4.5. Enforcement of this Arbitration Provision.
          This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
          15. GENERAL
          Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
          15.1 ENTIRE AGREEMENT
          This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
          15.2 MODIFICATIONS; WAIVER
          No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
          15.3 ASSIGNABILITY
          User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
          15.4 SEVERABILITY
          If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
          15.5 FORCE MAJEURE
          The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
          15.6 PREVAILING LANGUAGE AND LOCATION
          The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
          15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
          Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
          In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
          15.8 CONSENT TO USE ELECTRONIC RECORDS
          In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
          16. DEFINITIONS
          Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
          Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
          “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
          “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
          “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
          “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
          “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
          “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
          “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
          The term “including” as used herein means including without limitation.
          “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
          “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
          “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
          “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
          “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
          “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
          “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
          “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

          Effective April 2, 2019   to  April 2, 2019
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          Table of Contents

            PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
            This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
            This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
            Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
            YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
            IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
            TABLE OF CONTENTS
            1. Upwork Accounts
            1.1 Registration and Acceptance
            1.2 Account Eligibility
            1.3 Account Profile
            1.4 Account Types
            1.5 Account Permissions
            1.6 Identity and Location Verification
            1.7 Usernames and Passwords
            2. Purpose of Upwork
            2.1 Relationship with Upwork
            2.2 Taxes and Benefits
            2.3 Marketplace Feedback and User Content
            3. Contractual Relationship Between Client and Freelancer
            3.1 Service Contracts
            3.2 Disputes Among Users
            3.3 Confidential Information
            3.4 Third-Party Beneficiaries
            4. Worker Classification and Upwork Payroll
            4.1 Worker Classification
            4.2 Upwork Payroll Services
            5. Upwork Fees
            5.1 Service Fees for Freelancers
            5.2 Membership Fees and Connects
            5.3 Disbursement Fees
            5.4 Client Fees
            5.5 VAT and Other Taxes
            5.6 No Fee for Introducing or Finding Projects
            6. Payment Terms and Escrow Services
            6.1 Escrow Services
            6.2 Client Payments on Service Contracts
            6.3 Disbursements to Freelancers
            6.4 Non-Payment
            6.5 No Return of Funds
            6.6 Payment Methods
            6.7 U.S. Dollars and Foreign Currency Conversion
            7. Non-Circumvention
            7.1 Making Payments Through Upwork
            7.2 Opting Out
            8. Records of Compliance
            9. Warranty Disclaimer
            10. Limitation of Liability
            11. Release
            12. Indemnification
            13. Agreement Term and Termination
            13.1 Termination
            13.2 Account Data on Closure
            13.3 Survival
            14. Disputes Between You and Upwork
            14.1 Dispute Process, Arbitration, and Scope
            14.2 Choice of Law
            14.3 Informal Dispute Resolution
            14.4 Binding Arbitration and Class Action/Jury Trial Waiver
            15. General
            15.1 Entire Agreement
            15.2 Modifications; Waiver
            15.3 Assignability
            15.4 Severability
            15.5 Force Majeure
            15.6 Prevailing Language and Location
            15.7 Access of the Site Outside the United States
            15.8 Consent to Use Electronic Records
            16. Definitions

            1. UPWORK ACCOUNTS
            Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
            1.1 REGISTRATION AND ACCEPTANCE
            By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
            To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
            If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
            1.2 ACCOUNT ELIGIBILITY
            Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
            1.3 ACCOUNT PROFILE
            To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
            1.4 ACCOUNT TYPES
            As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
            1.4.1 CLIENT ACCOUNT
            You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
            1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
            You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
            You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
            1.5 ACCOUNT PERMISSIONS
            You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
            1.6 IDENTITY AND LOCATION VERIFICATION
            When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
            1.7 USERNAMES AND PASSWORDS
            When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
            2. PURPOSE OF UPWORK
            Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
            The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
            2.1 RELATIONSHIP WITH UPWORK
            Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
            You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
            You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
            Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
            Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
            2.2 TAXES AND BENEFITS
            Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
            2.3 MARKETPLACE FEEDBACK AND USER CONTENT
            You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
            You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
            Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
            3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
            Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
            3.1 SERVICE CONTRACTS
            If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
            With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
            The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
            Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
            3.2 DISPUTES AMONG USERS
            For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
            If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
            3.3 CONFIDENTIAL INFORMATION
            Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
            To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
            3.4 THIRD-PARTY BENEFICIARIES
            It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
            4. WORKER CLASSIFICATION AND UPWORK PAYROLL
            Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
            4.1 WORKER CLASSIFICATION
            Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
            Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
            4.2 UPWORK PAYROLL SERVICES
            Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
            Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
            5. UPWORK FEES
            Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
            5.1 SERVICE FEES FOR FREELANCERS
            Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
            5.2 MEMBERSHIP FEES AND CONNECTS
            Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchase "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
            5.3 DISBURSEMENT FEES
            Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
            Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
            5.4 CLIENT FEES
            Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
            5.5 VAT AND OTHER TAXES
            Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
            5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
            Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
            6. PAYMENT TERMS AND ESCROW SERVICES
            Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
            6.1 ESCROW SERVICES
            Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
            6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
            Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
            Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
            Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
            Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
            6.1.2 ESCROW ACCOUNTS
            Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
            (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
            (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
            (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
            You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
            6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
            If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
            6.1.4 TITLE TO FUNDS
            Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
            6.1.5 NO INTEREST
            You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
            6.1.6 ESCROW AGENT DUTIES
            We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
            6.1.7 ESCROW AGENT RIGHT
            We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
            6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
            For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
            Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
            6.3 DISBURSEMENTS TO FREELANCERS
            Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
            For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
            Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
            In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
            6.4 NON-PAYMENT
            If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
            If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
            Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
            6.5 NO RETURN OF FUNDS
            Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
            6.6 PAYMENT METHODS
            In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
            Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
            Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
            By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
            Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
            6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
            The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
            7. NON-CIRCUMVENTION
            Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
            7.1 MAKING PAYMENTS THROUGH UPWORK
            You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
            Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
            • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
            • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
            • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
            • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
            You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
            If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
            7.2 OPTING OUT
            You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
            The Opt-Out Fee is computed as follows
            (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
            (b) the greater of:
            (i) $3,500; or
            (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
            (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
            (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
            To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
            If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
            8. RECORDS OF COMPLIANCE
            Section 8 discusses your agreement to make and keep all required records, as detailed below.
            Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
            9. WARRANTY DISCLAIMER
            Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
            YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
            10. LIMITATION OF LIABILITY
            Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
            Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
            • your use of or your inability to use our Site or Site Services;
            • delays or disruptions in our Site or Site Services;
            • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
            • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
            • damage to your hardware device from the use of the Site or Site Services;
            • the content, actions, or inactions of third parties’ use of the Site or Site Services;
            • a suspension or other action taken with respect to your Account;
            • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
            • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
            ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
            11. RELEASE
            Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
            In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
            TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
            This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
            12. INDEMNIFICATION
            Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
            You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
            “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
            “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
            13. AGREEMENT TERM AND TERMINATION
            Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
            13.1 TERMINATION
            Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
            Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
            You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
            13.2 ACCOUNT DATA ON CLOSURE
            Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
            13.3 SURVIVAL
            After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
            14. DISPUTES BETWEEN YOU AND UPWORK
            Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
            14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
            If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
            Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
            Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
            14.2 CHOICE OF LAW
            These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
            14.3 INFORMAL DISPUTE RESOLUTION
            Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
            14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
            This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
            In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
            14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
            This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
            Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
            You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
            This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
            This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
            Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
            14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
            This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
            In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
            14.4.3. CLASS AND COLLECTIVE WAIVER
            Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
            14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
            You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
            If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
            14.4.5. Enforcement of this Arbitration Provision.
            This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
            15. GENERAL
            Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
            15.1 ENTIRE AGREEMENT
            This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
            15.2 MODIFICATIONS; WAIVER
            No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
            15.3 ASSIGNABILITY
            User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
            15.4 SEVERABILITY
            If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
            15.5 FORCE MAJEURE
            The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
            15.6 PREVAILING LANGUAGE AND LOCATION
            The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
            15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
            Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
            In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
            15.8 CONSENT TO USE ELECTRONIC RECORDS
            In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
            16. DEFINITIONS
            Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
            Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
            “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
            “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
            “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
            “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
            “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
            “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
            “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
            The term “including” as used herein means including without limitation.
            “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
            “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
            “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
            “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
            “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
            “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
            “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
            “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

            Effective April 2, 2019   to  April 2, 2019
            Download

            Table of Contents

              PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
              This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
              This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
              Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
              YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
              IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
              TABLE OF CONTENTS
              1. Upwork Accounts
              1.1 Registration and Acceptance
              1.2 Account Eligibility
              1.3 Account Profile
              1.4 Account Types
              1.5 Account Permissions
              1.6 Identity and Location Verification
              1.7 Usernames and Passwords
              2. Purpose of Upwork
              2.1 Relationship with Upwork
              2.2 Taxes and Benefits
              2.3 Marketplace Feedback and User Content
              3. Contractual Relationship Between Client and Freelancer
              3.1 Service Contracts
              3.2 Disputes Among Users
              3.3 Confidential Information
              3.4 Third-Party Beneficiaries
              4. Worker Classification and Upwork Payroll
              4.1 Worker Classification
              4.2 Upwork Payroll Services
              5. Upwork Fees
              5.1 Service Fees for Freelancers
              5.2 Membership Fees and Connects
              5.3 Disbursement Fees
              5.4 Client Fees
              5.5 VAT and Other Taxes
              5.6 No Fee for Introducing or Finding Projects
              6. Payment Terms and Escrow Services
              6.1 Escrow Services
              6.2 Client Payments on Service Contracts
              6.3 Disbursements to Freelancers
              6.4 Non-Payment
              6.5 No Return of Funds
              6.6 Payment Methods
              6.7 U.S. Dollars and Foreign Currency Conversion
              7. Non-Circumvention
              7.1 Making Payments Through Upwork
              7.2 Opting Out
              8. Records of Compliance
              9. Warranty Disclaimer
              10. Limitation of Liability
              11. Release
              12. Indemnification
              13. Agreement Term and Termination
              13.1 Termination
              13.2 Account Data on Closure
              13.3 Survival
              14. Disputes Between You and Upwork
              14.1 Dispute Process, Arbitration, and Scope
              14.2 Choice of Law
              14.3 Informal Dispute Resolution
              14.4 Binding Arbitration and Class Action/Jury Trial Waiver
              15. General
              15.1 Entire Agreement
              15.2 Modifications; Waiver
              15.3 Assignability
              15.4 Severability
              15.5 Force Majeure
              15.6 Prevailing Language and Location
              15.7 Access of the Site Outside the United States
              15.8 Consent to Use Electronic Records
              16. Definitions

              1. UPWORK ACCOUNTS
              Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
              1.1 REGISTRATION AND ACCEPTANCE
              By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
              To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
              If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
              1.2 ACCOUNT ELIGIBILITY
              Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
              1.3 ACCOUNT PROFILE
              To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
              1.4 ACCOUNT TYPES
              As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
              1.4.1 CLIENT ACCOUNT
              You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
              1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
              You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
              You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
              1.5 ACCOUNT PERMISSIONS
              You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
              1.6 IDENTITY AND LOCATION VERIFICATION
              When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
              1.7 USERNAMES AND PASSWORDS
              When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
              2. PURPOSE OF UPWORK
              Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
              The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
              2.1 RELATIONSHIP WITH UPWORK
              Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
              You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
              You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
              Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
              Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
              2.2 TAXES AND BENEFITS
              Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
              2.3 MARKETPLACE FEEDBACK AND USER CONTENT
              You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
              You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
              Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
              3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
              Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
              3.1 SERVICE CONTRACTS
              If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
              With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
              The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
              Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
              3.2 DISPUTES AMONG USERS
              For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
              If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
              3.3 CONFIDENTIAL INFORMATION
              Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
              To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
              3.4 THIRD-PARTY BENEFICIARIES
              It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
              4. WORKER CLASSIFICATION AND UPWORK PAYROLL
              Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
              4.1 WORKER CLASSIFICATION
              Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
              Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
              4.2 UPWORK PAYROLL SERVICES
              Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
              Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
              5. UPWORK FEES
              Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
              5.1 SERVICE FEES FOR FREELANCERS
              Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a there may also be a foreign currency conversion charge; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
              5.2 MEMBERSHIP FEES AND CONNECTS
              Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase for "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchase "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
              5.3 DISBURSEMENT FEES
              Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
              Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
              5.4 CLIENT FEES
              Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
              5.5 VAT AND OTHER TAXES
              Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
              5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
              Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
              6. PAYMENT TERMS AND ESCROW SERVICES
              Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
              6.1 ESCROW SERVICES
              Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
              6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
              Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
              Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
              Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
              Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
              6.1.2 ESCROW ACCOUNTS
              Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
              (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
              (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
              (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
              You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
              6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
              If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
              6.1.4 TITLE TO FUNDS
              Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
              6.1.5 NO INTEREST
              You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
              6.1.6 ESCROW AGENT DUTIES
              We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
              6.1.7 ESCROW AGENT RIGHT
              We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
              6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
              For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
              Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
              6.3 DISBURSEMENTS TO FREELANCERS
              Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
              For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
              Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
              In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
              6.4 NON-PAYMENT
              If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
              If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
              Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
              6.5 NO RETURN OF FUNDS
              Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
              6.6 PAYMENT METHODS
              In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
              Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
              Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
              By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
              Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
              6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
              The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
              7. NON-CIRCUMVENTION
              Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
              7.1 MAKING PAYMENTS THROUGH UPWORK
              You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
              Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
              • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
              • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
              • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
              • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
              You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
              If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
              7.2 OPTING OUT
              You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
              The Opt-Out Fee is computed as follows
              (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
              (b) the greater of:
              (i) $3,500; or
              (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
              (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
              (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
              To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
              If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
              8. RECORDS OF COMPLIANCE
              Section 8 discusses your agreement to make and keep all required records, as detailed below.
              Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
              9. WARRANTY DISCLAIMER
              Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
              YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
              10. LIMITATION OF LIABILITY
              Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
              Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
              • your use of or your inability to use our Site or Site Services;
              • delays or disruptions in our Site or Site Services;
              • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
              • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
              • damage to your hardware device from the use of the Site or Site Services;
              • the content, actions, or inactions of third parties’ use of the Site or Site Services;
              • a suspension or other action taken with respect to your Account;
              • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
              • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
              ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
              11. RELEASE
              Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
              In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
              TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
              This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
              12. INDEMNIFICATION
              Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
              You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
              “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
              “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
              13. AGREEMENT TERM AND TERMINATION
              Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
              13.1 TERMINATION
              Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
              Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
              You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
              13.2 ACCOUNT DATA ON CLOSURE
              Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
              13.3 SURVIVAL
              After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
              14. DISPUTES BETWEEN YOU AND UPWORK
              Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
              14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
              If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
              Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
              Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
              14.2 CHOICE OF LAW
              These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
              14.3 INFORMAL DISPUTE RESOLUTION
              Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
              14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
              This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
              In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
              14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
              This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
              Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
              You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
              This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
              This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
              Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
              14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
              This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
              In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
              14.4.3. CLASS AND COLLECTIVE WAIVER
              Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
              14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
              You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
              If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
              14.4.5. Enforcement of this Arbitration Provision.
              This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
              15. GENERAL
              Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
              15.1 ENTIRE AGREEMENT
              This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
              15.2 MODIFICATIONS; WAIVER
              No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
              15.3 ASSIGNABILITY
              User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
              15.4 SEVERABILITY
              If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
              15.5 FORCE MAJEURE
              The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
              15.6 PREVAILING LANGUAGE AND LOCATION
              The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
              15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
              Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
              In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
              15.8 CONSENT TO USE ELECTRONIC RECORDS
              In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
              16. DEFINITIONS
              Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
              Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
              “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
              “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
              “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
              “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
              “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
              “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
              “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
              The term “including” as used herein means including without limitation.
              “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
              “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
              “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
              “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
              “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
              “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
              “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
              “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

              Effective April 2, 2019   to  April 2, 2019
              Download

              Table of Contents

                PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
                This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                TABLE OF CONTENTS
                1. Upwork Accounts
                1.1 Registration and Acceptance
                1.2 Account Eligibility
                1.3 Account Profile
                1.4 Account Types
                1.5 Account Permissions
                1.6 Identity and Location Verification
                1.7 Usernames and Passwords
                2. Purpose of Upwork
                2.1 Relationship with Upwork
                2.2 Taxes and Benefits
                2.3 Marketplace Feedback and User Content
                3. Contractual Relationship Between Client and Freelancer
                3.1 Service Contracts
                3.2 Disputes Among Users
                3.3 Confidential Information
                3.4 Third-Party Beneficiaries
                4. Worker Classification and Upwork Payroll
                4.1 Worker Classification
                4.2 Upwork Payroll Services
                5. Upwork Fees
                5.1 Service Fees for Freelancers
                5.2 Membership Fees and Connects
                5.3 Disbursement Fees
                5.4 Client Fees
                5.5 VAT and Other Taxes
                5.6 No Fee for Introducing or Finding Projects
                6. Payment Terms and Escrow Services
                6.1 Escrow Services
                6.2 Client Payments on Service Contracts
                6.3 Disbursements to Freelancers
                6.4 Non-Payment
                6.5 No Return of Funds
                6.6 Payment Methods
                6.7 U.S. Dollars and Foreign Currency Conversion
                7. Non-Circumvention
                7.1 Making Payments Through Upwork
                7.2 Opting Out
                8. Records of Compliance
                9. Warranty Disclaimer
                10. Limitation of Liability
                11. Release
                12. Indemnification
                13. Agreement Term and Termination
                13.1 Termination
                13.2 Account Data on Closure
                13.3 Survival
                14. Disputes Between You and Upwork
                14.1 Dispute Process, Arbitration, and Scope
                14.2 Choice of Law
                14.3 Informal Dispute Resolution
                14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                15. General
                15.1 Entire Agreement
                15.2 Modifications; Waiver
                15.3 Assignability
                15.4 Severability
                15.5 Force Majeure
                15.6 Prevailing Language and Location
                15.7 Access of the Site Outside the United States
                15.8 Consent to Use Electronic Records
                16. Definitions

                1. UPWORK ACCOUNTS
                Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                1.1 REGISTRATION AND ACCEPTANCE
                By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                1.2 ACCOUNT ELIGIBILITY
                Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                1.3 ACCOUNT PROFILE
                To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                1.4 ACCOUNT TYPES
                As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                1.4.1 CLIENT ACCOUNT
                You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                1.5 ACCOUNT PERMISSIONS
                You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                1.6 IDENTITY AND LOCATION VERIFICATION
                When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents.
                1.7 USERNAMES AND PASSWORDS
                When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                2. PURPOSE OF UPWORK
                Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                2.1 RELATIONSHIP WITH UPWORK
                Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (1) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (2) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (3) neither Agencies nor Agency Members are employees or agents of Upwork; (4) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (5) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (6) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (7) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (8) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                2.2 TAXES AND BENEFITS
                Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                3.1 SERVICE CONTRACTS
                If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                3.2 DISPUTES AMONG USERS
                For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                3.3 CONFIDENTIAL INFORMATION
                Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                3.4 THIRD-PARTY BENEFICIARIES
                It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                4.1 WORKER CLASSIFICATION
                Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                4.2 UPWORK PAYROLL SERVICES
                Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                5. UPWORK FEES
                Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                5.1 SERVICE FEES FOR FREELANCERS
                Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf. In the event the Freelancer chooses to withdraw funds in a currency other than U.S. dollars, there may also be a cost associated with the foreign currency conversion; the rate may differ from rates that are in effect on the date of the payment and you may be able to obtain a better rate from your bank or financial institution.
                .
                5.2 MEMBERSHIP FEES AND CONNECTS
                Freelancers pay Upwork a membership fee if they subscribe for a paid membership and may purchase for "Connects". Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees and by purchase "Connects" as described in and subject to the terms of the Freelancer Membership Agreement.
                5.3 DISBURSEMENT FEES
                Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                5.4 CLIENT FEES
                Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
                5.5 VAT AND OTHER TAXES
                Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                6. PAYMENT TERMS AND ESCROW SERVICES
                Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                6.1 ESCROW SERVICES
                Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                6.1.2 ESCROW ACCOUNTS
                Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                6.1.4 TITLE TO FUNDS
                Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                6.1.5 NO INTEREST
                You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                6.1.6 ESCROW AGENT DUTIES
                We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                6.1.7 ESCROW AGENT RIGHT
                We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                6.3 DISBURSEMENTS TO FREELANCERS
                Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                6.4 NON-PAYMENT
                If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                6.5 NO RETURN OF FUNDS
                Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                6.6 PAYMENT METHODS
                In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                The Site and the Site Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments to and from the Escrow Account.
                7. NON-CIRCUMVENTION
                Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                7.1 MAKING PAYMENTS THROUGH UPWORK
                You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                7.2 OPTING OUT
                You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                The Opt-Out Fee is computed as follows
                (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                (b) the greater of:
                (i) $3,500; or
                (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                8. RECORDS OF COMPLIANCE
                Section 8 discusses your agreement to make and keep all required records, as detailed below.
                Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                9. WARRANTY DISCLAIMER
                Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                10. LIMITATION OF LIABILITY
                Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                • your use of or your inability to use our Site or Site Services;
                • delays or disruptions in our Site or Site Services;
                • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                • damage to your hardware device from the use of the Site or Site Services;
                • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                • a suspension or other action taken with respect to your Account;
                • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                11. RELEASE
                Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                12. INDEMNIFICATION
                Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                13. AGREEMENT TERM AND TERMINATION
                Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                13.1 TERMINATION
                Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                13.2 ACCOUNT DATA ON CLOSURE
                Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                13.3 SURVIVAL
                After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                14. DISPUTES BETWEEN YOU AND UPWORK
                Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                14.2 CHOICE OF LAW
                These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                14.3 INFORMAL DISPUTE RESOLUTION
                Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                14.4.3. CLASS AND COLLECTIVE WAIVER
                Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                14.4.5. Enforcement of this Arbitration Provision.
                This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                15. GENERAL
                Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                15.1 ENTIRE AGREEMENT
                This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                15.2 MODIFICATIONS; WAIVER
                No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                15.3 ASSIGNABILITY
                User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                15.4 SEVERABILITY
                If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                15.5 FORCE MAJEURE
                The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                15.6 PREVAILING LANGUAGE AND LOCATION
                The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                15.8 CONSENT TO USE ELECTRONIC RECORDS
                In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                16. DEFINITIONS
                Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                The term “including” as used herein means including without limitation.
                “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                Effective February 25, 2019   to  April 2, 2019
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                Table of Contents

                  PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                  This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
                  This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                  Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                  YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                  IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                  TABLE OF CONTENTS
                  1. Upwork Accounts
                  1.1 Registration and Acceptance
                  1.2 Account Eligibility
                  1.3 Account Profile
                  1.4 Account Types
                  1.5 Account Permissions
                  1.6 Identity and Location Verification
                  1.7 Usernames and Passwords
                  2. Purpose of Upwork
                  2.1 Relationship with Upwork
                  2.2 Taxes and Benefits
                  2.3 Marketplace Feedback and User Content
                  3. Contractual Relationship Between Client and Freelancer
                  3.1 Service Contracts
                  3.2 Disputes Among Users
                  3.3 Confidential Information
                  3.4 Third-Party Beneficiaries
                  4. Worker Classification and Upwork Payroll
                  4.1 Worker Classification
                  4.2 Upwork Payroll Services
                  5. Upwork Fees
                  5.1 Service Fees for Freelancers
                  5.2 Membership Fees
                  5.3 Disbursement Fees
                  5.4 Client Fees
                  5.5 VAT and Other Taxes
                  5.6 No Fee for Introducing or Finding Projects
                  6. Payment Terms and Escrow Services
                  6.1 Escrow Services
                  6.2 Client Payments on Service Contracts
                  6.3 Disbursements to Freelancers
                  6.4 Non-Payment
                  6.5 No Return of Funds
                  6.6 Payment Methods
                  6.7 U.S. Dollars and Foreign Currency Conversion
                  7. Non-Circumvention
                  7.1 Making Payments Through Upwork
                  7.2 Opting Out
                  8. Records of Compliance
                  9. Warranty Disclaimer
                  10. Limitation of Liability
                  11. Release
                  12. Indemnification
                  13. Agreement Term and Termination
                  13.1 Termination
                  13.2 Account Data on Closure
                  13.3 Survival
                  14. Disputes Between You and Upwork
                  14.1 Dispute Process, Arbitration, and Scope
                  14.2 Choice of Law
                  14.3 Informal Dispute Resolution
                  14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                  15. General
                  15.1 Entire Agreement
                  15.2 Modifications; Waiver
                  15.3 Assignability
                  15.4 Severability
                  15.5 Force Majeure
                  15.6 Prevailing Language and Location
                  15.7 Access of the Site Outside the United States
                  15.8 Consent to Use Electronic Records
                  16. Definitions

                  1. UPWORK ACCOUNTS
                  Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                  1.1 REGISTRATION AND ACCEPTANCE
                  By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                  To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                  If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                  1.2 ACCOUNT ELIGIBILITY
                  Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                  1.3 ACCOUNT PROFILE
                  To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                  1.4 ACCOUNT TYPES
                  As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                  1.4.1 CLIENT ACCOUNT
                  You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                  1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                  You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                  You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                  1.5 ACCOUNT PERMISSIONS
                  You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                  1.6 IDENTITY AND LOCATION VERIFICATION
                  When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
                  1.7 USERNAMES AND PASSWORDS
                  When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                  2. PURPOSE OF UPWORK
                  Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                  The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                  2.1 RELATIONSHIP WITH UPWORK
                  Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                  You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                  You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                  Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Upwork, and Upwork does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                  Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                  2.2 TAXES AND BENEFITS
                  Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                  2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                  You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                  You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                  Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                  3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                  Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                  3.1 SERVICE CONTRACTS
                  If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                  With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                  The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                  Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                  3.2 DISPUTES AMONG USERS
                  For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                  If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                  3.3 CONFIDENTIAL INFORMATION
                  Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                  To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                  3.4 THIRD-PARTY BENEFICIARIES
                  It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                  4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                  Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                  4.1 WORKER CLASSIFICATION
                  Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                  Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                  4.2 UPWORK PAYROLL SERVICES
                  Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                  Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                  5. UPWORK FEES
                  Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                  5.1 SERVICE FEES FOR FREELANCERS
                  Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf.
                  Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                  5.2 MEMBERSHIP FEES
                  Freelancers pay Upwork a membership fee if they subscribe for a paid membership. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement.
                  5.3 DISBURSEMENT FEES
                  Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                  Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                  5.4 CLIENT FEES
                  Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement. Clients may also choose to pay for a premium membership plan, as described in the Fee and ACH Authorization Agreement.
                  5.5 VAT AND OTHER TAXES
                  Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                  5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                  Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                  6. PAYMENT TERMS AND ESCROW SERVICES
                  Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                  6.1 ESCROW SERVICES
                  Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                  6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                  Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                  Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                  Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                  Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                  6.1.2 ESCROW ACCOUNTS
                  Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                  (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                  (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                  (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                  You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                  6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                  If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                  6.1.4 TITLE TO FUNDS
                  Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                  6.1.5 NO INTEREST
                  You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                  6.1.6 ESCROW AGENT DUTIES
                  We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                  6.1.7 ESCROW AGENT RIGHT
                  We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                  6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                  For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                  Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                  6.3 DISBURSEMENTS TO FREELANCERS
                  Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                  For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                  Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                  In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                  6.4 NON-PAYMENT
                  If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                  If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                  Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                  6.5 NO RETURN OF FUNDS
                  Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                  6.6 PAYMENT METHODS
                  In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                  Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                  Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                  By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                  Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                  6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                  The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                  7. NON-CIRCUMVENTION
                  Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                  7.1 MAKING PAYMENTS THROUGH UPWORK
                  You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                  Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                  • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                  • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                  • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                  • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                  You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                  If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                  7.2 OPTING OUT
                  You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                  The Opt-Out Fee is computed as follows
                  (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                  (b) the greater of:
                  (i) $3,500; or
                  (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                  (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                  (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                  To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                  If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                  8. RECORDS OF COMPLIANCE
                  Section 8 discusses your agreement to make and keep all required records, as detailed below.
                  Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                  9. WARRANTY DISCLAIMER
                  Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                  YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                  10. LIMITATION OF LIABILITY
                  Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                  Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                  • your use of or your inability to use our Site or Site Services;
                  • delays or disruptions in our Site or Site Services;
                  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                  • damage to your hardware device from the use of the Site or Site Services;
                  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                  • a suspension or other action taken with respect to your Account;
                  • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                  ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                  11. RELEASE
                  Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                  In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                  TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                  This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                  12. INDEMNIFICATION
                  Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                  You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                  “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                  “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                  13. AGREEMENT TERM AND TERMINATION
                  Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                  13.1 TERMINATION
                  Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                  Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                  You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                  13.2 ACCOUNT DATA ON CLOSURE
                  Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                  13.3 SURVIVAL
                  After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                  14. DISPUTES BETWEEN YOU AND UPWORK
                  Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                  14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                  If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                  Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                  Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                  14.2 CHOICE OF LAW
                  These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                  14.3 INFORMAL DISPUTE RESOLUTION
                  Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                  14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                  This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                  In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                  14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                  This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                  Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                  You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                  This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                  This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                  Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                  14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                  This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                  In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                  14.4.3. CLASS AND COLLECTIVE WAIVER
                  Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                  14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                  You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                  If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                  14.4.5. Enforcement of this Arbitration Provision.
                  This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                  15. GENERAL
                  Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                  15.1 ENTIRE AGREEMENT
                  This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                  15.2 MODIFICATIONS; WAIVER
                  No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                  15.3 ASSIGNABILITY
                  User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                  15.4 SEVERABILITY
                  If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                  15.5 FORCE MAJEURE
                  The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                  15.6 PREVAILING LANGUAGE AND LOCATION
                  The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                  15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                  Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                  In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                  15.8 CONSENT TO USE ELECTRONIC RECORDS
                  In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                  16. DEFINITIONS
                  Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                  Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                  “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                  “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                  “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                  “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                  “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                  “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                  “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                  The term “including” as used herein means including without limitation.
                  “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                  “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                  “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                  “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                  “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                  “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                  “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                  “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                  Effective May 21, 2018   to  February 25, 2019
                  Download

                  Table of Contents

                    PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                    This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use).
                    This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                    Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                    YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                    IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                    TABLE OF CONTENTS
                    1. Upwork Accounts
                    1.1 Registration and Acceptance
                    1.2 Account Eligibility
                    1.3 Account Profile
                    1.4 Account Types
                    1.5 Account Permissions
                    1.6 Identity and Location Verification
                    1.7 Usernames and Passwords
                    2. Purpose of Upwork
                    2.1 Relationship with Upwork
                    2.2 Taxes and Benefits
                    2.3 Marketplace Feedback and User Content
                    3. Contractual Relationship Between Client and Freelancer
                    3.1 Service Contracts
                    3.2 Disputes Among Users
                    3.3 Confidential Information
                    3.4 Third-Party Beneficiaries
                    4. Worker Classification and Upwork Payroll
                    4.1 Worker Classification
                    4.2 Upwork Payroll Services
                    5. Upwork Fees
                    5.1 Service Fees for Freelancers
                    5.2 Membership Fees
                    5.3 Disbursement Fees
                    5.4 Payment Processing and Administration Fees
                    5.5 VAT and Other Taxes
                    5.6 No Fee for Introducing or Finding Projects
                    6. Payment Terms and Escrow Services
                    6.1 Escrow Services
                    6.2 Client Payments on Service Contracts
                    6.3 Disbursements to Freelancers
                    6.4 Non-Payment
                    6.5 No Return of Funds
                    6.6 Payment Methods
                    6.7 U.S. Dollars and Foreign Currency Conversion
                    7. Non-Circumvention
                    7.1 Making Payments Through Upwork
                    7.2 Opting Out
                    8. Records of Compliance
                    9. Warranty Disclaimer
                    10. Limitation of Liability
                    11. Release
                    12. Indemnification
                    13. Agreement Term and Termination
                    13.1 Termination
                    13.2 Account Data on Closure
                    13.3 Survival
                    14. Disputes Between You and Upwork
                    14.1 Dispute Process, Arbitration, and Scope
                    14.2 Choice of Law
                    14.3 Informal Dispute Resolution
                    14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                    15. General
                    15.1 Entire Agreement
                    15.2 Modifications; Waiver
                    15.3 Assignability
                    15.4 Severability
                    15.5 Force Majeure
                    15.6 Prevailing Language and Location
                    15.7 Access of the Site Outside the United States
                    15.8 Consent to Use Electronic Records
                    16. Definitions

                    1. UPWORK ACCOUNTS
                    Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                    1.1 REGISTRATION AND ACCEPTANCE
                    By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                    To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                    If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                    1.2 ACCOUNT ELIGIBILITY
                    Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                    1.3 ACCOUNT PROFILE
                    To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                    1.4 ACCOUNT TYPES
                    As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                    1.4.1 CLIENT ACCOUNT
                    You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                    1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                    You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                    You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                    1.5 ACCOUNT PERMISSIONS
                    You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                    1.6 IDENTITY AND LOCATION VERIFICATION
                    When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
                    1.7 USERNAMES AND PASSWORDS
                    When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                    2. PURPOSE OF UPWORK
                    Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                    The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                    2.1 RELATIONSHIP WITH UPWORK
                    Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                    You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                    You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                    Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Upwork, and Upwork does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                    Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                    2.2 TAXES AND BENEFITS
                    Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                    2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                    You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                    You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                    Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                    3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                    Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                    3.1 SERVICE CONTRACTS
                    If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                    With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                    The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                    Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                    3.2 DISPUTES AMONG USERS
                    For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                    If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                    3.3 CONFIDENTIAL INFORMATION
                    Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                    To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                    3.4 THIRD-PARTY BENEFICIARIES
                    It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                    4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                    Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                    4.1 WORKER CLASSIFICATION
                    Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                    Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                    4.2 UPWORK PAYROLL SERVICES
                    Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                    Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                    5. UPWORK FEES
                    Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                    5.1 SERVICE FEES FOR FREELANCERS
                    Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf.
                    Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                    5.2 MEMBERSHIP FEES
                    Freelancers pay Upwork a membership fee if they subscribe for a paid membership. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement.
                    5.3 DISBURSEMENT FEES
                    Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                    Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                    5.4 PAYMENT PROCESSING AND ADMINISTRATION FEES
                    Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
                    5.5 VAT AND OTHER TAXES
                    Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                    5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                    Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                    6. PAYMENT TERMS AND ESCROW SERVICES
                    Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                    6.1 ESCROW SERVICES
                    Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                    6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                    Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                    Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                    Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                    Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                    6.1.2 ESCROW ACCOUNTS
                    Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                    (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                    (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                    (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                    You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                    6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                    If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                    6.1.4 TITLE TO FUNDS
                    Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                    6.1.5 NO INTEREST
                    You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                    6.1.6 ESCROW AGENT DUTIES
                    We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                    6.1.7 ESCROW AGENT RIGHT
                    We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                    6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                    For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                    Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                    6.3 DISBURSEMENTS TO FREELANCERS
                    Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                    For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                    Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                    In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                    6.4 NON-PAYMENT
                    If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                    If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                    Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                    6.5 NO RETURN OF FUNDS
                    Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                    6.6 PAYMENT METHODS
                    In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                    Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                    Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                    By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                    Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                    6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                    The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                    7. NON-CIRCUMVENTION
                    Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                    7.1 MAKING PAYMENTS THROUGH UPWORK
                    You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                    Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                    • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                    • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                    • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                    • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                    You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                    If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                    7.2 OPTING OUT
                    You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                    The Opt-Out Fee is computed as follows
                    (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                    (b) the greater of:
                    (i) $3,500; or
                    (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                    (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                    (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                    To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                    If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                    8. RECORDS OF COMPLIANCE
                    Section 8 discusses your agreement to make and keep all required records, as detailed below.
                    Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                    9. WARRANTY DISCLAIMER
                    Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                    YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                    10. LIMITATION OF LIABILITY
                    Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                    Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                    • your use of or your inability to use our Site or Site Services;
                    • delays or disruptions in our Site or Site Services;
                    • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                    • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                    • damage to your hardware device from the use of the Site or Site Services;
                    • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                    • a suspension or other action taken with respect to your Account;
                    • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                    • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                    ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                    11. RELEASE
                    Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                    In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                    TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                    This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                    12. INDEMNIFICATION
                    Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                    You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                    “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                    “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                    13. AGREEMENT TERM AND TERMINATION
                    Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                    13.1 TERMINATION
                    Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                    Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                    You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                    13.2 ACCOUNT DATA ON CLOSURE
                    Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                    13.3 SURVIVAL
                    After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                    14. DISPUTES BETWEEN YOU AND UPWORK
                    Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                    14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                    If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                    Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                    Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                    14.2 CHOICE OF LAW
                    These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                    14.3 INFORMAL DISPUTE RESOLUTION
                    Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                    14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                    This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                    In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                    14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                    This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                    Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                    You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                    This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                    This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                    Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                    14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                    This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                    In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                    14.4.3. CLASS AND COLLECTIVE WAIVER
                    Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                    14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                    You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                    If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                    14.4.5. Enforcement of this Arbitration Provision.
                    This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                    15. GENERAL
                    Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                    15.1 ENTIRE AGREEMENT
                    This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                    15.2 MODIFICATIONS; WAIVER
                    No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                    15.3 ASSIGNABILITY
                    User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                    15.4 SEVERABILITY
                    If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                    15.5 FORCE MAJEURE
                    The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                    15.6 PREVAILING LANGUAGE AND LOCATION
                    The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                    15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                    Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                    In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                    15.8 CONSENT TO USE ELECTRONIC RECORDS
                    In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                    16. DEFINITIONS
                    Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                    Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                    “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                    “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                    “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                    “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                    “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                    “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                    “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                    The term “including” as used herein means including without limitation.
                    “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                    “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                    “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                    “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                    “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                    “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                    “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                    “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                    Effective May 21, 2018   to  May 21, 2018
                    Download

                    Table of Contents

                      PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                      This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use ) or the Site Services (defined in the Site Terms of Use).
                      This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                      Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                      YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                      IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                      TABLE OF CONTENTS
                      1. Upwork Accounts
                      1.1 Registration and Acceptance
                      1.2 Account Eligibility
                      1.3 Account Profile
                      1.4 Account Types
                      1.5 Account Permissions
                      1.6 Identity and Location Verification
                      1.7 Usernames and Passwords
                      2. Purpose of Upwork
                      2.1 Relationship with Upwork
                      2.2 Taxes and Benefits
                      2.3 Marketplace Feedback and User Content
                      3. Contractual Relationship Between Client and Freelancer
                      3.1 Service Contracts
                      3.2 Disputes Among Users
                      3.3 Confidential Information
                      3.4 Third-Party Beneficiaries
                      4. Worker Classification and Upwork Payroll
                      4.1 Worker Classification
                      4.2 Upwork Payroll Services
                      5. Upwork Fees
                      5.1 Service Fees for Freelancers
                      5.2 Membership Fees
                      5.3 Disbursement Fees
                      5.4 Payment Processing and Administration Fees
                      5.5 VAT and Other Taxes
                      5.6 No Fee for Introducing or Finding Projects
                      6. Payment Terms and Escrow Services
                      6.1 Escrow Services
                      6.2 Client Payments on Service Contracts
                      6.3 Disbursements to Freelancers
                      6.4 Non-Payment
                      6.5 No Return of Funds
                      6.6 Payment Methods
                      6.7 U.S. Dollars and Foreign Currency Conversion
                      7 Non-Circumvention
                      7.1 Making Payments Through Upwork
                      7.2 Opting Out
                      8. Records of Compliance
                      9. Warranty Disclaimer
                      10. Limitation of Liability
                      11. Release
                      12. Indemnification
                      13. Agreement Term and Termination
                      13.1 Termination
                      13.2 Account Data on Closure
                      13.3 Survival
                      14. Disputes Between You and Upwork
                      14.1 Dispute Process, Arbitration, and Scope
                      14.2 Choice of Law
                      14.3 Informal Dispute Resolution
                      14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                      15. General
                      15.1 Entire Agreement
                      15.2 Modifications; Waiver
                      15.3 Assignability
                      15.4 Severability
                      15.5 Force Majeure
                      15.6 Prevailing Language and Location
                      15.7 Access of the Site Outside the United States
                      15.8 Consent to Use Electronic Records
                      16. Definitions

                      1. UPWORK ACCOUNTS
                      Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                      1.1 REGISTRATION AND ACCEPTANCE
                      By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                      To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                      If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                      1.2 ACCOUNT ELIGIBILITY
                      Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                      1.3 ACCOUNT PROFILE
                      To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                      1.4 ACCOUNT TYPES
                      As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                      1.4.1 CLIENT ACCOUNT
                      You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                      1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                      You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                      You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                      1.5 ACCOUNT PERMISSIONS
                      You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                      1.6 IDENTITY AND LOCATION VERIFICATION
                      When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
                      1.7 USERNAMES AND PASSWORDS
                      When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                      2. PURPOSE OF UPWORK
                      Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                      The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                      2.1 RELATIONSHIP WITH UPWORK
                      Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                      You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                      You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                      Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Upwork, and Upwork does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                      Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                      2.2 TAXES AND BENEFITS
                      Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                      2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                      You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                      You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                      Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                      3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                      Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                      3.1 SERVICE CONTRACTS
                      If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                      With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                      The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                      Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                      3.2 DISPUTES AMONG USERS
                      For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                      If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                      3.3 CONFIDENTIAL INFORMATION
                      Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                      To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                      3.4 THIRD-PARTY BENEFICIARIES
                      It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                      4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                      Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                      4.1 WORKER CLASSIFICATION
                      Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                      Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                      4.2 UPWORK PAYROLL SERVICES
                      Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                      Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                      5. UPWORK FEES
                      Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                      5.1 SERVICE FEES FOR FREELANCERS
                      Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf.
                      Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                      5.2 MEMBERSHIP FEES
                      Freelancers pay Upwork a membership fee if they subscribe for a paid membership. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement.
                      5.3 DISBURSEMENT FEES
                      Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                      Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                      5.4 PAYMENT PROCESSING AND ADMINISTRATION FEES
                      Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
                      5.5 VAT AND OTHER TAXES
                      Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                      5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                      Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                      6. PAYMENT TERMS AND ESCROW SERVICES
                      Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                      6.1 ESCROW SERVICES
                      Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                      6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                      Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                      Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                      Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                      Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                      6.1.2 ESCROW ACCOUNTS
                      Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                      (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                      (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                      (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                      You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                      6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                      If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                      6.1.4 TITLE TO FUNDS
                      Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                      6.1.5 NO INTEREST
                      You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                      6.1.6 ESCROW AGENT DUTIES
                      We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                      6.1.7 ESCROW AGENT RIGHT
                      We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                      6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                      For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                      Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                      6.3 DISBURSEMENTS TO FREELANCERS
                      Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                      For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                      Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                      In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                      6.4 NON-PAYMENT
                      If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                      If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                      Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                      6.5 NO RETURN OF FUNDS
                      Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                      6.6 PAYMENT METHODS
                      In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                      Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                      Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                      By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                      Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                      6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                      The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                      7. NON-CIRCUMVENTION
                      Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                      7.1 MAKING PAYMENTS THROUGH UPWORK
                      You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                      Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                      • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                      • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                      • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                      • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                      You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                      If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                      7.2 OPTING OUT
                      You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                      The Opt-Out Fee is computed as follows
                      (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                      (b) the greater of:
                      (i) $3,500; or
                      (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                      (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                      (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                      To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                      If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                      8. RECORDS OF COMPLIANCE
                      Section 8 discusses your agreement to make and keep all required records, as detailed below.
                      Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                      9. WARRANTY DISCLAIMER
                      Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                      YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                      10. LIMITATION OF LIABILITY
                      Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                      Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                      • your use of or your inability to use our Site or Site Services;
                      • delays or disruptions in our Site or Site Services;
                      • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                      • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                      • damage to your hardware device from the use of the Site or Site Services;
                      • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                      • a suspension or other action taken with respect to your Account;
                      • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                      • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                      ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                      11. RELEASE
                      Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                      In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                      TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                      This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                      12. INDEMNIFICATION
                      Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                      You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                      “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                      “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                      13. AGREEMENT TERM AND TERMINATION
                      Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                      13.1 TERMINATION
                      Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                      Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                      You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                      13.2 ACCOUNT DATA ON CLOSURE
                      Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                      13.3 SURVIVAL
                      After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                      14. DISPUTES BETWEEN YOU AND UPWORK
                      Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                      14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                      If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                      Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                      Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                      14.2 CHOICE OF LAW
                      These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                      14.3 INFORMAL DISPUTE RESOLUTION
                      Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                      14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                      This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                      In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                      14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                      This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                      Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                      You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                      This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                      This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                      Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                      14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                      This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                      In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                      14.4.3. CLASS AND COLLECTIVE WAIVER
                      Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                      14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                      You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                      If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                      14.4.5. Enforcement of this Arbitration Provision.
                      This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                      15. GENERAL
                      Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                      15.1 ENTIRE AGREEMENT
                      This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                      15.2 MODIFICATIONS; WAIVER
                      No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                      15.3 ASSIGNABILITY
                      User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                      15.4 SEVERABILITY
                      If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                      15.5 FORCE MAJEURE
                      The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                      15.6 PREVAILING LANGUAGE AND LOCATION
                      The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                      15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                      Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                      In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                      15.8 CONSENT TO USE ELECTRONIC RECORDS
                      In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                      16. DEFINITIONS
                      Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                      Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                      “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                      “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                      “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                      “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                      “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                      “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                      “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                      The term “including” as used herein means including without limitation.
                      “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                      “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                      “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                      “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                      “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                      “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                      “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                      “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                      Effective May 21, 2018   to  May 21, 2018
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                      Table of Contents

                        PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                        This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use ) or the Site Services (defined in the Site Terms of Use).
                        This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                        Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                        YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                        IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                        TABLE OF CONTENTS
                        1. Upwork Accounts
                        1.1 Registration and Acceptance
                        1.2 Account Eligibility
                        1.3 Account Profile
                        1.4 Account Types
                        1.5 Account Permissions
                        1.6 Identity and Location Verification
                        1.7 Usernames and Passwords
                        2. Purpose of Upwork
                        2.1 Relationship with Upwork
                        2.2 Taxes and Benefits
                        2.3 Marketplace Feedback and User Content
                        3. Contractual Relationship Between Client and Freelancer
                        3.1 Service Contracts
                        3.2 Disputes Among Users
                        3.3 Confidential Information
                        3.4 Third-Party Beneficiaries
                        4. Worker Classification and Upwork Payroll
                        4.1 Worker Classification
                        4.2 Upwork Payroll Services
                        5. Upwork Fees
                        5.1 Service Fees for Freelancers
                        5.2 Membership Fees
                        5.3 Disbursement Fees
                        5.4 Payment Processing and Administration Fees
                        5.5 VAT and Other Taxes
                        5.6 No Fee for Introducing or Finding Projects
                        6. Payment Terms and Escrow Services
                        6.1 Escrow Services
                        6.2 Client Payments on Service Contracts
                        6.3 Disbursements to Freelancers
                        6.4 Non-Payment
                        6.5 No Return of Funds
                        6.6 Payment Methods
                        6.7 U.S. Dollars and Foreign Currency Conversion
                        7 Non-Circumvention
                        7.1 Making Payments Through Upwork
                        7.2 Opting Out
                        8. Records of Compliance
                        9. Warranty Disclaimer
                        10. Limitation of Liability
                        11. Release
                        12. Indemnification
                        13. Agreement Term and Termination
                        13.1 Termination
                        13.2 Account Data on Closure
                        13.3 Survival
                        14. Disputes Between You and Upwork
                        14.1 Dispute Process, Arbitration, and Scope
                        14.2 Choice of Law
                        14.3 Informal Dispute Resolution
                        14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                        15. General
                        15.1 Entire Agreement
                        15.2 Modifications; Waiver
                        15.3 Assignability
                        15.4 Severability
                        15.5 Force Majeure
                        15.6 Prevailing Language and Location
                        15.7 Access of the Site Outside the United States
                        15.8 Consent to Use Electronic Records
                        16. Definitions

                        1. UPWORK ACCOUNTS
                        Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                        1.1 REGISTRATION AND ACCEPTANCE
                        By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                        To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                        If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                        1.2 ACCOUNT ELIGIBILITY
                        Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                        1.3 ACCOUNT PROFILE
                        To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                        1.4 ACCOUNT TYPES
                        As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                        1.4.1 CLIENT ACCOUNT
                        You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                        1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                        You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                        You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                        1.5 ACCOUNT PERMISSIONS
                        You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                        1.6 IDENTITY AND LOCATION VERIFICATION
                        When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
                        1.7 USERNAMES AND PASSWORDS
                        When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                        2. PURPOSE OF UPWORK
                        Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                        The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                        2.1 RELATIONSHIP WITH UPWORK
                        Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                        You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                        You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                        Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Upwork, and Upwork does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                        Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                        2.2 TAXES AND BENEFITS
                        Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                        2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                        You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                        You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                        Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                        3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                        Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                        3.1 SERVICE CONTRACTS
                        If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                        With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                        The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                        Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                        3.2 DISPUTES AMONG USERS
                        For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                        If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                        3.3 CONFIDENTIAL INFORMATION
                        Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                        To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                        3.4 THIRD-PARTY BENEFICIARIES
                        It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                        4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                        Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                        4.1 WORKER CLASSIFICATION
                        Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                        Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                        4.2 UPWORK PAYROLL SERVICES
                        Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                        Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                        5. UPWORK FEES
                        Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                        5.1 SERVICE FEES FOR FREELANCERS
                        Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf.
                        Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                        5.2 MEMBERSHIP FEES
                        Freelancers pay Upwork a membership fee if they subscribe for a paid membership. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement.
                        5.3 DISBURSEMENT FEES
                        Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                        Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                        5.4 PAYMENT PROCESSING AND ADMINISTRATION FEES
                        Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
                        5.5 VAT AND OTHER TAXES
                        Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                        5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                        Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                        6. PAYMENT TERMS AND ESCROW SERVICES
                        Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                        6.1 ESCROW SERVICES
                        Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                        6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                        Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                        Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                        Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                        Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                        6.1.2 ESCROW ACCOUNTS
                        Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                        (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                        (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                        (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                        You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                        6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                        If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                        6.1.4 TITLE TO FUNDS
                        Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                        6.1.5 NO INTEREST
                        You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                        6.1.6 ESCROW AGENT DUTIES
                        We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                        6.1.7 ESCROW AGENT RIGHT
                        We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                        6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                        For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                        Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                        6.3 DISBURSEMENTS TO FREELANCERS
                        Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                        For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                        Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                        In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                        6.4 NON-PAYMENT
                        If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                        If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                        Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                        6.5 NO RETURN OF FUNDS
                        Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                        6.6 PAYMENT METHODS
                        In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                        Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                        Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                        By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                        Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                        6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                        The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                        7. NON-CIRCUMVENTION
                        Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                        7.1 MAKING PAYMENTS THROUGH UPWORK
                        You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                        Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                        • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                        • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                        • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                        • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                        You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                        If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                        7.2 OPTING OUT
                        You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                        The Opt-Out Fee is computed as follows
                        (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                        (b) the greater of:
                        (i) $3,500; or
                        (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                        (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                        (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                        To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                        If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                        8. RECORDS OF COMPLIANCE
                        Section 8 discusses your agreement to make and keep all required records, as detailed below.
                        Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                        9. WARRANTY DISCLAIMER
                        Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                        YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                        10. LIMITATION OF LIABILITY
                        Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                        Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                        • your use of or your inability to use our Site or Site Services;
                        • delays or disruptions in our Site or Site Services;
                        • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                        • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                        • damage to your hardware device from the use of the Site or Site Services;
                        • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                        • a suspension or other action taken with respect to your Account;
                        • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                        • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                        ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                        11. RELEASE
                        Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                        In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                        TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                        This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                        12. INDEMNIFICATION
                        Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                        You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                        “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                        “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                        13. AGREEMENT TERM AND TERMINATION
                        Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                        13.1 TERMINATION
                        Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                        Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                        You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                        13.2 ACCOUNT DATA ON CLOSURE
                        Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                        13.3 SURVIVAL
                        After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                        14. DISPUTES BETWEEN YOU AND UPWORK
                        Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                        14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                        If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                        Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                        Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                        14.2 CHOICE OF LAW
                        These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                        14.3 INFORMAL DISPUTE RESOLUTION
                        Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                        14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                        This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                        In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                        14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                        This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                        Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                        You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                        This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                        This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                        Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                        14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                        This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                        In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                        14.4.3. CLASS AND COLLECTIVE WAIVER
                        Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                        14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                        You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                        If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                        14.4.5. Enforcement of this Arbitration Provision.
                        This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                        15. GENERAL
                        Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                        15.1 ENTIRE AGREEMENT
                        This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                        15.2 MODIFICATIONS; WAIVER
                        No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                        15.3 ASSIGNABILITY
                        User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                        15.4 SEVERABILITY
                        If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                        15.5 FORCE MAJEURE
                        The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                        15.6 PREVAILING LANGUAGE AND LOCATION
                        The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                        15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                        Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                        In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                        15.8 CONSENT TO USE ELECTRONIC RECORDS
                        In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                        16. DEFINITIONS
                        Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                        Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                        “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                        “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                        “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                        “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                        “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                        “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                        “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                        The term “including” as used herein means including without limitation.
                        “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                        “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                        “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                        “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                        “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                        “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                        “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                        “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                        Effective May 20, 2018   to  May 21, 2018
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                        Table of Contents

                          PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
                          This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) Upwork Global Inc. (“Upwork,” “we,” or “us”) and our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and, to the extent expressly stated, Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.upwork.com or any part of the rest of the Site (defined in the Site Terms of Use ) or the Site Services (defined in the Site Terms of Use).
                          This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time: Site Terms of Use; Fee and ACH Authorization Agreement; Cookie Policy; Privacy Policy; Mark Use Guidelines; Freelancer Membership Agreement; Proprietary Rights Infringement Reporting Procedures; Upwork App Software License Agreement; API Terms of Use; and the escrow instructions as applicable to any Service Contract you enter into with another User, specifically the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”.
                          Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. Upwork will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
                          YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE.
                          IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
                          TABLE OF CONTENTS
                          1. Upwork Accounts
                          1.1 Registration and Acceptance
                          1.2 Account Eligibility
                          1.3 Account Profile
                          1.4 Account Types
                          1.5 Account Permissions
                          1.6 Identity and Location Verification
                          1.7 Usernames and Passwords
                          2. Purpose of Upwork
                          2.1 Relationship with Upwork
                          2.2 Taxes and Benefits
                          2.3 Marketplace Feedback and User Content
                          3. Contractual Relationship Between Client and Freelancer
                          3.1 Service Contracts
                          3.2 Disputes Among Users
                          3.3 Confidential Information
                          3.4 Third-Party Beneficiaries
                          4. Worker Classification and Upwork Payroll
                          4.1 Worker Classification
                          4.2 Upwork Payroll Services
                          5. Upwork Fees
                          5.1 Service Fees for Freelancers
                          5.2 Membership Fees
                          5.3 Disbursement Fees
                          5.4 Payment Processing and Administration Fees
                          5.5 VAT and Other Taxes
                          5.6 No Fee for Introducing or Finding Projects
                          6. Payment Terms and Escrow Services
                          6.1 Escrow Services
                          6.2 Client Payments on Service Contracts
                          6.3 Disbursements to Freelancers
                          6.4 Non-Payment
                          6.5 No Return of Funds
                          6.6 Payment Methods
                          6.7 U.S. Dollars and Foreign Currency Conversion
                          7 Non-Circumvention
                          7.1 Making Payments Through Upwork
                          7.2 Opting Out
                          8. Records of Compliance
                          9. Warranty Disclaimer
                          10. Limitation of Liability
                          11. Release
                          12. Indemnification
                          13. Agreement Term and Termination
                          13.1 Termination
                          13.2 Account Data on Closure
                          13.3 Survival
                          14. Disputes Between You and Upwork
                          14.1 Dispute Process, Arbitration, and Scope
                          14.2 Choice of Law
                          14.3 Informal Dispute Resolution
                          14.4 Binding Arbitration and Class Action/Jury Trial Waiver
                          15. General
                          15.1 Entire Agreement
                          15.2 Modifications; Waiver
                          15.3 Assignability
                          15.4 Severability
                          15.5 Force Majeure
                          15.6 Prevailing Language and Location
                          15.7 Access of the Site Outside the United States
                          15.8 Consent to Use Electronic Records
                          16. Definitions

                          1. UPWORK ACCOUNTS
                          Section 1 discusses what you must agree to before using the Site or Site Services and the different types of accounts that can be created on the Site, as detailed below.
                          1.1 REGISTRATION AND ACCEPTANCE
                          By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
                          To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Upwork reserves the right to decline a registration to join Upwork or to add an Account type as a Client or Freelancer, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
                          If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
                          1.2 ACCOUNT ELIGIBILITY
                          Upwork offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. To register for an Account or use the Site and Site Services, you must, and hereby represent that you (a) have or are an employee or agent of and authorized to act for an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.
                          1.3 ACCOUNT PROFILE
                          To register for an Account to join the Site, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.
                          1.4 ACCOUNT TYPES
                          As described in this Section, there are a number of different Account types. Once you register for one Account type, you can add the other Account types under the same username and password. For example, if you already have a Freelancer Account (defined below), you can add a Client Account as a separate account type in settings without re-registering. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
                          1.4.1 CLIENT ACCOUNT
                          You can register for an Account or add an Account type to use the Site and Site Services as a Client (a “Client Account”). Each User under a Client Account (“Team Member”) can be given different permissions to act on behalf of the Client Account.
                          1.4.2 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT
                          You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Another type of Freelancer Account you can add is an “Agency Account”, the owner of which is referred to as an “Agency”. An Agency Account allows permissions to be granted to Users under the Agency Account which can be given different permissions to act on behalf of the Agency (each, an “Agency Member”) .
                          You acknowledge and agree that the Agency is solely responsible, and assumes all liability, for (a) the classification of your Agency Members as employees or independent contractors; and (b) paying your Agency Members in accordance with applicable law for work performed on behalf of the Agency for Projects. You further acknowledge and agree that (i) the Agency may determine the Profile visibility and pricing/rate information of any of its Agency Members, and (ii) Agency Members’ Profiles may display work history that includes work done under the Agency Account, including after the Agency Member is no longer an Agency Member.
                          1.5 ACCOUNT PERMISSIONS
                          You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent and warrant that (a) the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account, Upwork may close any or all related Accounts.
                          1.6 IDENTITY AND LOCATION VERIFICATION
                          When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Upwork. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business.
                          1.7 USERNAMES AND PASSWORDS
                          When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
                          2. PURPOSE OF UPWORK
                          Section 2 discusses what Upwork does and does not do when providing the Site and Site Services and some of your responsibilities when using the Site to find or enter into a Service Contract with a Freelancer or Client, as detailed below.
                          The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.
                          2.1 RELATIONSHIP WITH UPWORK
                          Upwork merely makes the Site and Site Services available to enable Freelancers and Clients to find and transact directly with each other. Upwork does not introduce Freelancers to Clients, find Projects for Freelancers, or find Freelancers for Clients. Through the Site and Site Services, Freelancers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Freelancers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Freelancer on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Upwork is not a party to that Service Contract.
                          You acknowledge, agree, and understand that Upwork is not a party to the relationship or any dealings between Client and Freelancer. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Content, (b) determining the suitability of other Users for a Service Contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d) performing Freelancer Services, or (e) paying for Service Contracts or Freelancer Services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Upwork does not make any representations about or guarantee the truth or accuracy of any Freelancer’s or Client’s listings or other User Content on the Site; does not verify any feedback or information provided by Users about Freelancers or Clients; and does not vet or otherwise perform background checks on Freelancers or Clients. You acknowledge, agree, and understand that Upwork does not, in any way, supervise, direct, control, or evaluate Freelancers or their work and is not responsible for any Project, Project terms or Work Product. Upwork makes no representations about and does not guarantee, and you agree not to hold Upwork responsible for, the quality, safety, or legality of Freelancer Services; the qualifications, background, or identities of Users; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Freelancer to actually complete a transaction.
                          You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which Projects to accept; the time, place, manner, and means of providing any Freelancer Services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Upwork, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Upwork will not have any liability or obligations under or related to Service Contracts and/or Freelancer Services for any acts or omissions by you or other Users; (iii) Upwork does not, in any way, supervise, direct, or control any Freelancer or Freelancer Services; does not impose quality standards or a deadline for completion of any Freelancer Services; and does not dictate the performance, methods or process Freelancer uses to perform services; (iv) Freelancer is free to determine when and if to perform Freelancer Services, including the days worked and time periods of work, and Upwork does not set or have any control over Freelancer’s pricing, work hours, work schedules, or work location, nor is Upwork involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Freelancer for a Project; (v) Freelancer will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Upwork does not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) Upwork does not provide Freelancers with training or any equipment, labor, tools, or materials related to any Service Contract; and (vii) Upwork does not provide the premises at which Freelancers will perform the work. Freelancers are free to use subcontractors or employees to perform Freelancer Services and may delegate work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Freelancer’s subcontractor(s) or employee(s). If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that this paragraph applies to Upwork’s relationship, if any, with Freelancer’s subcontractors and employees as well and Freelancer is solely responsible for Freelancer’s subcontractors and employees.
                          Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Upwork is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Upwork, and Upwork does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Upwork does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Upwork does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Upwork does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service Contract; (y) Upwork does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Upwork makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Upwork disclaims any and all liability relating thereto.
                          Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
                          2.2 TAXES AND BENEFITS
                          Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from Freelancer’s Clients and through Upwork, and that Upwork will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from Upwork; (c) for determining whether Freelancer is required by applicable law to issue any particular invoices for the Freelancer Fees and for issuing any invoices so required; (d) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                          2.3 MARKETPLACE FEEDBACK AND USER CONTENT
                          You hereby acknowledge and agree that Users publish and request Upwork to publish on their behalf information on the Site about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                          You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score, wherever referenced, and other User Content highlighted by Upwork on the Site or otherwise (“Composite Information”), if any, will include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Upwork will make Composite Information available to other Users, including composite or compiled feedback. Upwork provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Upwork does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                          Upwork does not generally investigate any remarks posted by Users or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Upwork. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Upwork may rely on the accuracy of such information.
                          3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                          Section 3 discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.
                          3.1 SERVICE CONTRACTS
                          If a Client and Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. Client and Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Upwork is not a party to any Service Contracts, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer or a partnership or joint venture between Upwork and any User.
                          With respect to any Service Contract, Clients and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Upwork’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. The parties to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole or in part, in addition to or instead of other such agreements.
                          The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all jurisdictions or all contracts. Users are responsible for complying with any local requirements. Upwork does not assume any responsibility for any consequence of using the Optional Service Contract Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice, (b) create an attorney-client relationship, (c) or constitute advertising or a solicitation of any type. Each situation is highly fact specific and requirements vary by situation and jurisdiction and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Upwork expressly disclaims any and all liability with respect to actions or omissions based on the Optional Service Contract Terms.
                          Please refer to the Upwork Payroll Agreement for Service Contracts using Upwork Payroll.
                          3.2 DISPUTES AMONG USERS
                          For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract. If the dispute process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that Upwork will not and is not obligated to provide any dispute assistance beyond what is provided in the Escrow Instructions.
                          If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct Upwork, Upwork Escrow, or our Affiliates to take or refrain from taking any action with respect to an Escrow Account, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Upwork or Upwork Escrow, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
                          3.3 CONFIDENTIAL INFORMATION
                          Users may agree to any terms they deem appropriate with respect to confidentiality, including those set forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any different agreement, then they agree that this Section 3.3 (Confidentiality) applies.
                          To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
                          3.4 THIRD-PARTY BENEFICIARIES
                          It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or disclosed or received Confidential Information to another User are third-party beneficiaries of this Agreement with respect to this Section 3 only.
                          4. WORKER CLASSIFICATION AND UPWORK PAYROLL
                          Section 4 discusses what you agree to concerning whether a Freelancer is an employee or independent contractor and when you agree to use Upwork Payroll, as detailed below.
                          4.1 WORKER CLASSIFICATION
                          Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Upwork and a User.
                          Client is solely responsible for and has complete discretion with regard to selection of any Freelancer for any Project. Client is solely responsible, warrants its decisions regarding classification are correct, and assumes all liability, for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly; Upwork will have no input into, or involvement in, worker classification as between Client and Freelancer and Users agree that Upwork has no involvement in and will have no liability arising from or relating to the classification of a Freelancer generally or with regard to a particular Project.
                          4.2 UPWORK PAYROLL SERVICES
                          Client agrees to enroll in Upwork Payroll if it will receive services from a Freelancer under terms and conditions that would give rise to an employment relationship (unless Client elects instead to pay the Opt-Out Fee (see Section 7)). In this case, Client will engage Upwork’s third-party staffing vendor (the “Staffing Provider”), which is an Agency on Upwork, through the Site. The Staffing Provider will hire Freelancer at the request of Client and Freelancer according to the terms described on the site and otherwise agreed to by the Staffing Provider and Client and/or Freelancer, and subject to the Upwork Payroll Agreement. For all purposes with Upwork Payroll, the employer of Freelancer will be the Staffing Provider and not Upwork under any circumstances.
                          Freelancer, acknowledges, understands, and agrees that Upwork will have no control over, or involvement in determining or influencing, the terms and conditions of any employment relationship that may arise between Freelancer and Staffing Provider and/or Client, including the selection of an employee, pay rate, work hours, employment dates and working conditions. Freelancer will not have any contract on the Upwork Site or contact with Upwork regarding such employment terms. Where Freelancer and Client have enrolled in Upwork Payroll the Site is provided for, and Users agree to use the Site for, the sole purpose of enabling Freelancer to communicate with the Staffing Provider and the Client.
                          5. UPWORK FEES
                          Section 5 describes what fees you agree to pay to Upwork in exchange for Upwork providing the Site and Site Services to you and what taxes Upwork may collect, as detailed below.
                          5.1 SERVICE FEES FOR FREELANCERS
                          Freelancers pay Upwork a Service Fee (as defined in this Section 5.1) for the use of the Site. Upwork charges service fees to Freelancers, as set forth in the Fee and ACH Authorization Agreement, for using the Site’s communication, invoicing, reporting, dispute resolution and payment services, including facilitating arbitration services and Hourly Payment Protection, as described in the applicable Escrow Instructions (the “Service Fees”). The Service Fees (to use the Site and Site Services) are paid solely by Freelancer. When a Client pays a Freelancer for a Project or when funds related to a Project are otherwise released to a Freelancer as required by the applicable Escrow Instructions (See Section 6.1), Upwork Escrow Inc. (“Upwork Escrow”) will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork the Service Fee. Freelancer hereby irrevocably authorizes and instructs Upwork Escrow to deduct the Service Fee from the Freelancer Escrow Account and pay Upwork on Freelancer’s behalf.
                          Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                          5.2 MEMBERSHIP FEES
                          Freelancers pay Upwork a membership fee if they subscribe for a paid membership. Freelancers may subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement.
                          5.3 DISBURSEMENT FEES
                          Freelancers may pay Upwork a disbursement fee for remitting payments to their preferred payment method (“Disbursement Fee”). The Disbursement Fee is paid to Upwork in consideration of costs incurred and administration of disbursements via the disbursement method requested by Freelancer and varies by disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and Schedules on the Site as revised from time to time.
                          Additional activation, maintenance, and account fees may be charged by the disbursement method requested by Freelancer.
                          5.4 PAYMENT PROCESSING AND ADMINISTRATION FEES
                          Clients pay Upwork a fee for payment processing and administration related to the Freelancer Fees they pay to Freelancers they engage through the Site, as described in the Fee and ACH Authorization Agreement.
                          5.5 VAT AND OTHER TAXES
                          Upwork may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Freelancer (the "Taxes"). In such instances, any amounts Upwork is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Upwork under the Terms of Service.
                          5.6 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS
                          Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Projects. Upwork merely makes the Site and Site Services available to enable Freelancers to do so themselves and may from time to time highlight Projects that may be of interest. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds a Project. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including Composite Information.
                          6. PAYMENT TERMS AND ESCROW SERVICES
                          Section 6 discusses your agreement to pay Freelancer Service Fees on Service Contracts, and describes how Upwork’s Escrow Services work, what happens if a Client doesn’t pay, and related topics, as detailed below.
                          6.1 ESCROW SERVICES
                          Upwork Escrow provides escrow services to Users to deliver, hold, and/or receive payment for a Project, and to pay fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent that holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, and you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                          6.1.1 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                          Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. You acknowledge and agree that Upwork Escrow acts merely as an Internet escrow agent. Upwork Escrow has fully delivered the Escrow Services to you if Upwork Escrow provides the Escrow Services described in this Agreement and the applicable Escrow Instructions. Upwork Escrow is only obligated to perform those duties expressly described in this Agreement and any applicable Escrow Instructions. If you authorize or instruct Upwork Escrow to release or make a payment of funds from an Escrow Account associated with you, Upwork Escrow may release or pay those funds as instructed in reliance on your authorization, this Agreement, and the applicable Escrow Instructions. In addition, Upwork Escrow may release or pay funds from an Escrow Account as required by applicable law.
                          Fixed-Price Projects. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                          Hourly Projects, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                          Upwork Payroll Engagements. If Users use Upwork Payroll (Section 4) for their Project, then the Staffing Employee is paid directly by the Staffing Provider. A Client will be invoiced through the Site by the Staffing Provider, and the applicable Escrow Instructions will apply. However, the Client will not be able to dispute hours reported by the Staffing Employee and there is no waiting period for the disbursement of funds to the Staffing Employee.
                          6.1.2 ESCROW ACCOUNTS
                          Upwork Escrow will use and release funds deposited in an Escrow Account only in accordance with this Agreement and the applicable Escrow Instructions. Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Instructions:
                          (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for a Project, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Projects, to receive refunds in connection with Projects, and to make payments to Upwork for payment processing and administration fees.
                          (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for a Project, Upwork Escrow will establish and maintain a “Freelancer Escrow Account” for Freelancer to receive payments for Projects, withdraw payments, make payments for Service Fees and to Upwork for other fees, and issue refunds to Clients.
                          (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Project that is the subject of that Fixed-Price Contract.
                          You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Project and other specified purposes in accordance with the Terms of Service and the applicable Escrow Instructions. Client and Freelancer may access current information regarding the status of an Escrow Account on the Site.
                          6.1.3 FREELANCER APPOINTMENT OF UPWORK ESCROW AND SUBSIDIARIES AS AGENT
                          If you are a Freelancer and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Escrow Account, you hereby appoint Upwork Escrow and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit them to your Freelancer Escrow Account as applicable. Because Upwork Escrow is Freelancer’s agent, Freelancer must, and hereby does, fully discharge and credit Freelancer’s Client for all payments and releases that Upwork Escrow receives on Freelancer’s behalf from or on behalf of such Client.
                          6.1.4 TITLE TO FUNDS
                          Upwork, Upwork Escrow and our Affiliates are not banks. Upwork Escrow deposits and maintains all Escrow Account funds in an escrow trust account at a bank insured by the Federal Deposit Insurance Corporation and approved to receive, hold, and deliver escrow funds under applicable laws and regulations. The escrow trust account is separate from the operating accounts of Upwork and each of our Affiliates. Upwork Escrow will not voluntarily make funds deposited in the escrow trust account available to its creditors, or the creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United States Bankruptcy Code, § 541(d), Upwork Escrow holds only legal title to, and not any equitable interest in, the escrow trust account and any funds deposited therein. This Agreement is supplementary to the Service Contract and to any other agreement between Client and Freelancer concerning the Project, as provided in 11 United States Bankruptcy Code, § 365(n).
                          6.1.5 NO INTEREST
                          You agree that you will not receive interest or other earnings on the funds held in your Escrow Account. Upwork, Upwork Escrow, or our Affiliates may charge or deduct fees, may receive a reduction in fees or expenses charged, and may receive other compensation in connection with the services they provide.
                          6.1.6 ESCROW AGENT DUTIES
                          We undertake to perform only such duties as are expressly set forth in this Agreement, the applicable Escrow Instructions, and the other Terms of Service, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service, including this Agreement and the applicable Escrow Instructions. We will be under no duty to inquire about or investigate any agreement or communication between Client and Freelancer, even if posted to the Site. We have the right to rely upon, and will not be liable for acting or refraining from acting upon, any written notice, instruction, or request furnished to us by Client or Freelancer in accordance with this Agreement or the applicable Escrow Instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any Escrow Account. We may execute any of our powers and perform any of our duties under this Agreement and the applicable Escrow Instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement or the applicable Escrow Instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held in the Escrow Account until we are directed otherwise in writing by Client and Freelancer or by a final order or judgment of an arbitrator or court of competent jurisdiction.
                          6.1.7 ESCROW AGENT RIGHT
                          We have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no arbitration provision applies, other legal proceedings, including depositing funds held in the Escrow Account with a court of competent jurisdiction, and to resolve any dispute between Client and Freelancer related to the Escrow Account. Any provision of this Agreement and the applicable Escrow Instructions to the contrary notwithstanding and regardless whether we are identified as a party in interest in any dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and equitable rights, including, but not limited to, depositing funds held in the Escrow Account with a court of competent jurisdiction. Any corporation or association into which Upwork Escrow may be merged or converted or with which Upwork Escrow may be consolidated, or any corporation or association to which all or substantially all the escrow business of Upwork Escrow may be transferred will succeed to all the rights and obligations of Upwork Escrow as escrow holder and escrow agent under this Agreement and the applicable Escrow Instructions without further act to the extent permitted by applicable law.
                          6.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
                          For Hourly Contracts, Freelancer will invoice Client on a weekly basis through Upwork, and Client will pay invoices consistent with the Hourly Escrow Instructions. For Fixed-Price Contracts, Client becomes obligated to fund escrow immediately upon sending a Fixed-Price Contract offer (for the full amount or for the first milestone, if milestones are used) or upon activating any additional milestone.
                          Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts failure to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment, as described more fully in the applicable Escrow Instructions. When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                          6.3 DISBURSEMENTS TO FREELANCERS
                          Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are available and payable to a Freelancer upon Freelancer’s request. A Freelancer can request disbursement of available funds any time on a one-time basis or by setting up an automatic disbursement schedule. If Freelancer does not request a disbursement, Upwork will automatically disburse available funds no more than 90 days after the Freelancer Fees are released to the Freelancer Escrow Account, unless the amount in the Escrow Account is less than the Minimum Threshold. For purposes of the Terms of Service, a “Minimum Threshold” is either (a) $100 for Freelancers within the United States, or (b) $1,000 for Freelancers outside the United States. When the funds in the Freelancer Escrow Account are below the Minimum Threshold, the automatic disbursement schedule is paused and the available and payable funds are released on the earlier of (i) Freelancer’s request, or (ii) on the first scheduled automatic disbursement occurring after the amount exceeds the Minimum Threshold or 180 days after the funds are available in the Freelancer Escrow Account.
                          For Hourly Contracts, Freelancer Fees become available to Freelancers following the expiration of the dispute period and the five-day security period. For Fixed-Price Contracts, the Freelancer Fees become available to Freelancers following the expiration of the five-day security period after the funds are released. The security period begins after Client accepts and approves work submitted by Freelancer.
                          Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to commit fraud or other illicit acts on or through the Site, Upwork Escrow may refuse to process or may hold the disbursement of the Freelancer Fees and take such other actions with respect to the Escrow Account as we deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the foregoing, Upwork Escrow, in its sole discretion and to the extent permitted by applicable law, may also refuse to process or may hold the disbursement of the Freelancer Fees or any other amounts and offset amounts owed to us if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under this Agreement or other Terms of Service; or (e) we deem it necessary in connection with any investigation or required by applicable law. If, after investigation, we determine that the hold on the disbursement of the Freelancer Fees is no longer necessary, Upwork Escrow will release such hold as soon as practicable.
                          In addition, notwithstanding any other provision of the Terms of Service or the Escrow Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer, despite our provision of the Site Services in accordance with this Agreement. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge the applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Site and Site Services and close your Account.
                          6.4 NON-PAYMENT
                          If Client is in “default”, meaning the Client fails to pay the Freelancer Fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Upwork), Upwork will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the Freelancer Fees when due, (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days, an account current after a credit or debit card is declined or expires, (c) Client fails to pay an invoice issued to the Client by Upwork within the time period agreed or, if none, within 30 days, (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by Upwork for Freelancer Fees or such other amount due being reversed to the Client, or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account.
                          If Client is in default, Upwork may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Site and Site Services, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay Upwork upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.
                          Upwork or Upwork Escrow, at our discretion and to the extent permitted by applicable law, may set off amounts due against other amounts received from Client or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
                          6.5 NO RETURN OF FUNDS
                          Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees incurred as described in the applicable Escrow Instructions and that once Upwork Escrow charges or debits the Client’s designated Payment Method for the Freelancer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client and take such other action it deems appropriate.
                          6.6 PAYMENT METHODS
                          In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                          Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment consistent with our Privacy Policy, and to charge Client’s credit card (or any other Payment Method) for the Freelancer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
                          Payment Methods will be charged by Upwork Escrow in most countries. Notwithstanding the foregoing, Payment Methods in Australia, Canada, the Eurozone, and the United Kingdom may be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                          By providing Payment Method information through the Site and authorizing payments with the Payment Method, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to make payments using the Payment Method(s); (c) if Client is an employee or agent of a company or person that owns the Payment Method, that Client is authorized by the company or person to use the Payment Method to make payments on Upwork; and (d) such actions do not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                          Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, Upwork is not liable to any User if Upwork does not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Upwork will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable Escrow Instructions.
                          6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION
                          The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow, or our Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge or debit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or our Affiliates does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or one of our Affiliate will charge or debit Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and our Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                          7. NON-CIRCUMVENTION
                          Section 7 discusses your agreement to make and receive payments only through Upwork for two years from the date you first meet your Client or Freelancer on the Site, unless you pay an Opt-Out-Fee, as detailed below.
                          7.1 MAKING PAYMENTS THROUGH UPWORK
                          You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 5.1. Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another party through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User.
                          Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to:
                          • Submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site.
                          • Accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site.
                          • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                          • Refer a User you identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments off the Site.
                          You agree to notify Upwork immediately if a person suggests to you making or receiving payments outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                          If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                          7.2 OPTING OUT
                          You may opt-out of the obligation in Section 7.1 with respect to each Upwork Relationship only if the Client or prospective Client or Freelancer pays Upwork an opt-out fee for each such relationship (the “Opt-Out Fee”).
                          The Opt-Out Fee is computed as follows
                          (a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, on the amount calculated in (b), from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid; and
                          (b) the greater of:
                          (i) $3,500; or
                          (ii) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or
                          (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork;
                          (iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to uncertainty or lack of sufficient information, then Upwork and you agree that fee shall be $3,500; if only one of (ii) or (iii) can be ascertained, then Upwork and you agree that amount shall be used if it is greater than $3,500.
                          To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                          If Upwork determines, in its sole discretion, that you have violated Section 7, Upwork or its Affiliates may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest), which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
                          8. RECORDS OF COMPLIANCE
                          Section 8 discusses your agreement to make and keep all required records, as detailed below.
                          Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Upwork’s part to store, backup, retain, or grant access to any information or data for any period.
                          9. WARRANTY DISCLAIMER
                          Section 9 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.
                          YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                          10. LIMITATION OF LIABILITY
                          Section 10 discusses your agreement that Upwork usually will not have to pay you damages relating to your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as detailed below.
                          Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                          • your use of or your inability to use our Site or Site Services;
                          • delays or disruptions in our Site or Site Services;
                          • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                          • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                          • damage to your hardware device from the use of the Site or Site Services;
                          • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                          • a suspension or other action taken with respect to your Account;
                          • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and
                          • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                          ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                          11. RELEASE
                          Section 11 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
                          In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the Escrow Instructions.
                          TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                          This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                          12. INDEMNIFICATION
                          Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.
                          You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
                          “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
                          “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
                          13. AGREEMENT TERM AND TERMINATION
                          Section 13 discusses your and Upwork’s agreement about when and how long this Agreement will last, when and how either you or Upwork can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
                          13.1 TERMINATION
                          Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. In the event you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. Upwork is not a party to any Service Contract between Users. Consequently, User understands and acknowledges that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree (a) you hereby instruct Upwork to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (c) Upwork will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to Upwork for any Site Services or such other amounts owed under the Terms of Service and to any Freelancers for any Freelancer Services.
                          Without limiting Upwork’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                          You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT UPWORK WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
                          13.2 ACCOUNT DATA ON CLOSURE
                          Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and that that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever. Upwork, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
                          13.3 SURVIVAL
                          After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
                          14. DISPUTES BETWEEN YOU AND UPWORK
                          Section 14 discusses your agreement with Upwork and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
                          14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE
                          If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including without limitation any claimed employment with Upwork or one of our Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”).
                          Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship.
                          Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
                          14.2 CHOICE OF LAW
                          These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
                          14.3 INFORMAL DISPUTE RESOLUTION
                          Before serving a demand for arbitration of a Claim, you and Upwork agree to first notify each other of the Claim. You agree to notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Upwork then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Upwork, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                          14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                          This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.
                          In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
                          14.4.1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                          This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with Upwork ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Upwork Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                          Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                          You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Upwork to make up the difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with Upwork to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                          This Arbitration Provision does not apply to litigation between Upwork and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
                          This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
                          Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Upwork will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
                          14.4.2. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                          This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
                          In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                          14.4.3. CLASS AND COLLECTIVE WAIVER
                          Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, Upwork may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
                          14.4.4. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION
                          You may opt out of the Arbitration Provision contained in this Section 14 by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to legalnotices@upwork.com. Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
                          If you do not opt out as provided in this Section 14.4.4, continuing your relationship with Upwork constitutes mutual acceptance of the terms of this Arbitration Provision by you and Upwork. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
                          14.4.5. Enforcement of this Arbitration Provision.
                          This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section 14.4.3, above, is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                          15. GENERAL
                          Section 15 discusses additional terms of the agreement between you and Upwork, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations, as detailed below.
                          15.1 ENTIRE AGREEMENT
                          This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                          15.2 MODIFICATIONS; WAIVER
                          No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork or posted on the Site by Upwork. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
                          15.3 ASSIGNABILITY
                          User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork. Upwork may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
                          15.4 SEVERABILITY
                          If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                          15.5 FORCE MAJEURE
                          The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party.
                          15.6 PREVAILING LANGUAGE AND LOCATION
                          The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
                          15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
                          Upwork makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
                          In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
                          15.8 CONSENT TO USE ELECTRONIC RECORDS
                          In connection with the Site Terms of Use, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                          16. DEFINITIONS
                          Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
                          Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.
                          “Confidential Information” means any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                          “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                          “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions.
                          “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                          “Freelancer Fees” means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Freelancer, multiplied by the hourly rate charged by Freelancer); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client to a Freelancer.
                          “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate charged by Freelancer.
                          “Hourly Invoice” means the report of hours invoiced for a stated period by a Freelancer for Freelancer Services performed for a Client.
                          The term “including” as used herein means including without limitation.
                          “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                          “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                          “Project” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                          “Staffing Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                          “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for a Project; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any.
                          “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                          “Upwork App” means the online platform accessed using Upwork’s downloaded application or other software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                          “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

                          Effective April 20, 2018   to  May 20, 2018
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                          Table of Contents

                            Important note: We have made some updates to our Terms of Service to make them more clear. For Users who registered before the Updated User Agreement was posted on April 20, 2018, this User Agreement (below) remains in effect until May 20, 2018. The Updated User Agreement is effective on May 20, 2018 for all Users who registered before it was posted and effective when posted for everyone else. Please review the entire Terms of Service carefully.


                            This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Upwork Global Inc. (“Upwork”, “ we,” or “us”) and, to the extent expressly stated, our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.upwork.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Upwork mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
                            This Agreement includes and hereby incorporates by reference the following: Upwork Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Freelancer Membership Agreement; Upwork Payroll Agreement; Proprietary Rights Infringement Reporting Procedures; “Upwork Team” Software License Agreement; API Terms of Use; Upwork Widget Terms of Use; Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions, as such agreements may be in effect and modified by Upwork from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at www.upwork.com/legal/terms/.
                            Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
                            Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
                            YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
                            1. DIGITAL SIGNATURE
                            By registering for an Upwork account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
                            2. CONSENT TO USE ELECTRONIC RECORDS
                            In connection with the Terms of Service, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                            2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
                            By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
                            2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
                            In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
                            2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
                            To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
                            By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
                            3. UPWORK ACCOUNTS
                            3.1 ACCOUNT ELIGIBILITY
                            To use the Site and certain Site Services, you must register for an Account. Upwork offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Upwork reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Upwork’s sole discretion.
                            You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
                            3.2 ACCOUNT REGISTRATION; PROFILE
                            By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Freelancer, unless you use the Site solely as an employee and Agency Member of a registered Agency Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
                            3.3 IDENTITY VERIFICATION
                            When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Upwork, if it is a separate legal entity. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
                            3.4 AGENCY ACCOUNTS
                            You may create an account through which other authorized Freelancers (each, an “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Freelancer creates an Agency Account on behalf of a business (the “Agency”), which may be the Freelancer as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Freelancer that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.
                            Each Agency Member must have an Account and a Profile. You understand and agree that the Agency may determine the Profile visibility and hourly rate of any of its Agency Members, and you authorize the Agency to do so by becoming an Agency Member. Each Agency Member must be a User and must be a real person or legally recognized entity. Each Agency Member’s Account Profile must contain the Agency Member’s real name, and Agency Members must comply with all Terms of Service. Agency Members’ identities will be subject to verification. If any of your Agency Members violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Agency Account, Upwork may close any or all related Accounts.
                            You agree to grant access to the Agency Account, including with respect to any Agency Members, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept the Terms of Service on your behalf and to create a legally binding obligation on your behalf. You understand and agree that an Agency Member may accept and enter into Service Contracts on behalf of the Agency, and that the Agency is responsible and liable for all Service Contracts accepted by anyone acting as an Agency Member.
                            Each Agency Member is either an employee or an independent contractor of the Agency, as determined by the Agency. Without limiting the Agency’s obligations described in Section 8.2 (Responsibility for Employees and Subcontractors, Including Agency Members), the Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsible for paying its Agency Members. Agency Members acknowledge and agree that their Agency is solely responsible for paying them for work on behalf of the Agency and that such payments will not be made through the Site.
                            Your Agency Account (including feedback) and username are transferable only upon Upwork’s approval, at Upwork’s sole discretion.
                            You understand and agree that Agency Members’ Profiles may display work history that includes work done under the Agency, including after the Agency Member is no longer an Agency Member.
                            3.5 USERNAMES AND PASSWORDS
                            When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).
                            You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Agency Account or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.
                            3.6 MARKETPLACE FEEDBACK
                            You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“ JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Upwork will make feedback results available to other marketplace Users, including composite or compiled feedback. Upwork provides this feedback system as a means through which Users can share their opinions publicly and Upwork does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Freelancer Profile and not to any individual person. You agree not to use the JSS to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                            Upwork does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Upwork do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, Upwork may rely on the accuracy of such information.
                            4. PURPOSE OF THE SITE AND SITE SERVICES
                            The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer), unless you are enrolled in Upwork Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
                            4.1 ESCROW ACCOUNTS
                            Upwork Escrow provides escrow services to Users to deliver, hold, or receive payment for an Engagement, and to pay service, membership and payment processing and administration fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent and holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                            Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:
                            (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Upwork for payment processing and administration fees.
                            (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for an Engagement, Upwork Escrow will establish and maintain a “ Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make monthly membership payments and service fees to Upwork, and issue refunds to Clients.
                            (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Engagement that is the subject of that Service Contract.
                            You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms of Service and the applicable Escrow Instructions.
                            5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                            5.1 SERVICE CONTRACTS
                            Unless you use the services described in the Upwork Payroll Agreement (such services, “Upwork Payroll”), you acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Fixed-Price Escrow Instructions; (b) the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions; (c) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service; (d) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service; and (e) any other contractual provisions accepted by both the Client and the Freelancer, to the extent that the provisions do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service. You acknowledge and agree that Upwork is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer.
                            5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                            Fixed-Price Engagements. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                            Hourly Engagements, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                            6. PAYMENT TERMS
                            6.1 SERVICE FEE
                            The fees to use the Site and Site Services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Upwork Escrow will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork a service fee in the amount specified in the Upwork Fee and ACH Authorization Agreement (the “Service Fee”). Freelancer agrees to pay Upwork the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection. Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                            6.2 MEMBERSHIP FEES
                            Freelancers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.
                            6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
                            Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. Upwork merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, a Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSS.
                            6.4 DISBURSEMENTS TO FREELANCERS
                            Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are payable to a Freelancer for the Engagement (less any applicable Upwork fees) to Freelancers within 90 days after the Freelancer Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Freelancer Fees are due and payable from Client). Freelancer agrees that it will not receive interest or other earnings on the funds held by Upwork Escrow prior to disbursement to Freelancer.
                            For Hourly Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period, unless the Client has any Engagement using Upwork Payroll, in which case there is no dispute period or security period. For Fixed-Price Contracts, the Freelancer Fees become payable to Freelancers following the expiration of the security period, unless the Client has any Engagement using Upwork Payroll in which case there is no security period. The security period begins after Client accepts and approves work submitted by Freelancer by clicking the Make a Payment button. Upwork, Upwork Escrow, and Elance Limited may, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Time Logs at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern.
                            Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Upwork Escrow may hold the disbursement of the Freelancer Fees. Additionally, Upwork Escrow may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.
                            In cases of fraud, abuse, or violation of the Terms of Service, Upwork reserves the right to revoke any payments and instruct Upwork Escrow to (and Upwork Escrow will have the right to) hold and reclaim from Upwork Escrow all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account and revocation of your access to the Site.
                            6.5 NON-PAYMENT
                            If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Upwork may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay Upwork upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Upwork or Upwork Escrow, at our discretion, may set off amounts due against other amounts received from or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
                            6.6 NO RETURN OF FUNDS
                            Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Services, and (b) for Hourly Contracts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Upwork and the Escrow Services provided by Upwork Escrow, Client agrees that once Upwork Escrow charges the Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client.
                            6.7 FORMAL INVOICES AND TAXES
                            Upwork will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or Upwork is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Upwork, as appropriate; and (b) Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork (either by Upwork, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing Upwork for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                            6.8 PAYMENT METHODS
                            Clients are charged a fee for payment processing and administration as described in the Upwork Fee and ACH Authorization Agreement.
                            In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                            Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by Upwork Escrow. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                            When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                            By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                            6.9 US DOLLARS AND FOREIGN CURRENCY CONVERSION
                            The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or an Affiliate will charge Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                            6.10 LIMITED PAYMENT PROTECTION
                            In the rare event that a Client does not make payment for legitimate services performed by a Freelancer, Upwork will provide limited payment protection to the Freelancer as detailed in this Section 6.10 (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site and Site Services for their business needs.
                            Upwork only provides Payment Protection to Freelancers working on Hourly Contracts and only if all of requirements of the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions and the following criteria are met: (a) Client has a verified Payment Method; (b) the time represented is captured online using the Upwork Team Software; (c) the Freelancer Services performed and recorded in the Time Log pertain directly to the Service Contract; and (d) each Time Log is annotated with descriptions of the Freelancer Services performed, demonstrating Service Contract compliance. Upwork determines whether the foregoing criteria have been met in our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (w) Freelancers, Freelancer Services, or Service Contracts violating this Agreement or the other Terms of Service; (x) Freelancers that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; (y) Freelancers enrolled in Upwork Payroll; or (z) Freelancers that are suspected (in Upwork’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.
                            Freelancer hereby irrevocably assigns to Upwork the right to recover from the Client any amounts that Upwork or our Affiliates provide to the Freelancer in connection with the Payment Protection membership benefit.
                            7. NON-CIRCUMVENTION
                            You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays Upwork for each such relationship:
                            (a) an “Opt-Out Fee” computed to be the greater of the following amounts:
                            (i) $2,500; or
                            (ii) 15% of the cost to the Client of the services to be performed in the Upwork Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
                            (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork; and
                            (b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.
                            To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                            Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
                            • Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
                            • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
                            • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                            You agree to notify Upwork immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                            If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                            8. SERVICE CONTRACT TERMS
                            Unless otherwise expressly agreed to in writing by both Users, and except for Freelancer Services using Upwork Payroll, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. If Upwork Payroll is used for the Engagement, then only Sections 8.7 and 8.8 of this Section 8 apply. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of Upwork or violate the Terms of Service. Upwork is not a party to any Service Contract by or between Users.
                            Users agree that the terms concerning the Service Contract described on the Site, including Freelancer Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.
                            8.1 SERVICES
                            Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.
                            8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
                            To ensure accurate billing, work billed for Hourly Contracts under a Freelancer’s Account must be performed by the Freelancer that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.
                            If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Service Contracts entered into by Agency Members on behalf of the Agency.
                            Freelancer, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of Upwork or Client. Agency, Delegee, and Freelancer represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Upwork nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Upwork or Client.
                            With respect to Delegees, Upwork merely provides the platform for Agency or Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Freelancer, and/or Client and not by Upwork. Agency, Delegee, and Freelancer acknowledge and agree that Delegees are not employees or independent contractors of Upwork, and further acknowledge and agree that they will not be providing any services to Upwork (directly or indirectly) while employed or engaged by the Agency or another User.
                            Agency, Delegee, and Freelancer acknowledge and agree that Upwork does not, in any way, supervise, direct, or control Delegees; Upwork does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Upwork will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and Upwork does not provide the premises at which the Delegees will perform the work.
                            8.3 CLIENT PAYMENTS AND BILLING
                            For Hourly Contracts, Client becomes obligated for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract offer or upon activating any additional milestone.
                            8.4 DISPUTE RESOLUTION
                            With respect to disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.
                            8.5 TERMINATION OF A SERVICE CONTRACT
                            Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.
                            Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.
                            8.6 INTELLECTUAL PROPERTY RIGHTS
                            CERTAIN DEFINED TERMS
                            The following capitalized terms have the following meanings:
                            “Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
                            “Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.
                            “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
                            BACKGROUND TECHNOLOGY
                            Freelancer will disclose in the Engagement Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
                            LICENSE TO BACKGROUND TECHNOLOGY
                            Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
                            CLIENT MATERIALS
                            Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.
                            OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
                            Upon Freelancer’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.
                            LICENSE TO OR WAIVER OF OTHER RIGHTS
                            If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
                            ASSISTANCE
                            Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.
                            IMMUNITY
                            A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
                            8.7 WORKER CLASSIFICATION
                            Client is responsible and assumes all liability for determining whether Freelancers are independent contractors or employees and engaging them accordingly; Upwork disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Upwork. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Freelancer classified as an independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.
                            For Freelancer Services classified as employment, Client must sign up for and participate in the Upwork Payroll program made available on the Site, with employment services provided as discussed in Section 8.8 (Employment Services), unless Client pays the Opt-Out Fee. For all purposes with Upwork Payroll, the employer of the Freelancer will be the third-party Staffing Provider and not Upwork under any circumstances.
                            8.8 EMPLOYMENT SERVICES
                            If a Client will receive services from a Freelancer it has classified as an employee, then the Client agrees that the Upwork Payroll Agreement applies, and Client agrees to enroll in Upwork Payroll for each such relationship. In this case, Upwork’s third-party staffing vendor (the “Staffing Provider”) will hire the Freelancer at the request of Client and assign the Freelancer to work for Client, as described in the Upwork Payroll Agreement.
                            If a Client and a Freelancer decide to use Upwork Payroll, then Freelancer acknowledges that Freelancer has agreed to become a Payroll Employee, employed by the Staffing Provider and assigned to Client, based on Freelancer’s own determination that Client offers work acceptable and appropriate for Freelancer on terms that are acceptable to Freelancer. Freelancer agrees to complete such documents as the Staffing Provider may legally and reasonably require in connection with the employer-employee relationship, including, without limitation, an authorization for a background check, an employment agreement or offer letter, applicable tax forms, and an I-9 or other documentation to establish authorization for employment in the applicable country (collectively, the “Employment Paperwork”). Freelancer will not become an employee of the Staffing Provider and will not start work until all Employment Paperwork has been completed and returned to the Staffing Provider, and the Staffing Provider has accepted Freelancer as an employee. Once Freelancer becomes an employee of the Staffing Provider, unlike independent contractor engagements, Freelancer understands that he/she will not have the right to control the manner and means by which he/she works and will be subject to the Staffing Provider’s policies and requirements.
                            With respect to Payroll Employees, Upwork merely provides the platform for Freelancer to communicate and share information with the Staffing Provider and Client. Freelancer understands and agrees that the pay rate, work hours, employment dates and working conditions will be established or confirmed by the Staffing Provider and/or Client and not by Upwork, and that Freelancer will not have any contract on the Upwork Site or with Upwork regarding such employment terms; any job posting, proposal, pay rate or other information in the platform is solely for the purpose of enabling the Payroll Employee to communicate with the Staffing Provider and the Client. Freelancer acknowledges and agrees that he/she is not an employee of Upwork, and that he/she will not be providing any services to Upwork (directly or indirectly) while employed by the Staffing Provider unless Upwork is expressly designated in writing as the Client.
                            Freelancer understands and agrees that Freelancer is responsible for accurately recording Freelancer’s work hours and reporting all hours worked to the Staffing Provider. By completing and/or submitting a Time Log, Freelancer verifies that the hours worked reflected in the Time Log are accurately recorded and include all hours worked, including but not limited to any overtime hours and any paid rest breaks that Freelancer is authorized to take by the Staffing Provider and/or by applicable law. Any provision of this Agreement that would conflict with applicable law regarding the timing or amount of wage payments shall not apply to any Payroll Employee.
                            Freelancer agrees to personally provide all services for any contract under which the Freelancer is working as a Payroll Employee. Freelancer acknowledges that Freelancer, and not Upwork or the Staffing Provider, will be responsible for timely and professionally completing all work that he or she is assigned while working as a Payroll Employee.
                            9. RECORDS OF COMPLIANCE
                            Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any Upwork Payroll Agreement, and (2) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
                            10. RELATIONSHIP WITH UPWORK
                            Upwork is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Services. Upwork does not introduce Freelancers to Clients or help Freelancers find Engagements. Upwork merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Upwork does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Upwork does not set Freelancer’s work hours, work schedules, or location of work, nor is Upwork involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. Upwork will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Upwork does not provide the premises at which the Freelancer will perform the work. Upwork makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.
                            Upwork does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.
                            Upwork is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does Upwork perform background checks on Freelancers or Clients.
                            You hereby acknowledge and agree that Upwork may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                            11. THIRD-PARTY BENEFICIARY
                            Users appoint Upwork as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Upwork hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and Upwork is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that Upwork has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
                            The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Upwork, except and solely to the extent expressly stated in this Agreement.
                            12. COMMUNICATIONS FROM YOU TO UPWORK
                            All notices to Upwork or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal, 441 Logue Ave., Mountain View, CA 94043; or (c) in writing via email to legalnotices@upwork.com. All such notices are deemed effective upon receipt by Upwork. Upwork does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Upwork or its registered agent for service of process.
                            13. UPWORK’S ROLE
                            13.1 SERVICE CONTRACTS
                            You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) Upwork is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Upwork, and Upwork does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Upwork will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) Upwork has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) Upwork makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Upwork disclaims any and all liability relating thereto.
                            14. LICENSES AND THIRD-PARTY CONTENT
                            14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
                            Subject to and conditioned on compliance with the Terms of Service, Upwork grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Upwork’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Upwork’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Upwork. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Upwork and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Upwork logos and names are trademarks of Upwork and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Upwork’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
                            14.2 USER CONTENT LICENSE
                            When you post User Content on the Site or through the Site Services or provide Upwork with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
                            You retain all ownership rights in any User Content you post on Upwork. To the extent permitted by applicable law, you also grant to Upwork and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Upwork’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.
                            Notwithstanding the foregoing paragraph, Upwork will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy.
                            The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Upwork and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
                            You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork does not waive any rights to use similar or related ideas known or developed by Upwork or obtained from sources other than you.
                            14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
                            The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Upwork and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
                            Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Upwork or any third party
                            14.4 THIRD-PARTY VERIFICATION
                            The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Upwork. Upwork neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Upwork’s authorized employees acting in their official capacities.
                            14.5 LINKS AND APPLICATIONS
                            The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Upwork is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
                            14.6 MOBILE AND OTHER DEVICES
                            When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
                            14.7 SITE UPDATES
                            We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “ Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Upwork reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Upwork will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
                            15. CONFIDENTIAL INFORMATION
                            15.1 CONFIDENTIALITY
                            To the extent a Client or Freelancer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
                            15.2 RETURN
                            If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
                            15.3 PUBLICATION
                            Without limiting Section 15.1 (Confidentiality), Client, Freelancer, and Upwork will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.
                            16. WARRANTY DISCLAIMER
                            YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                            17. LIMITATION OF LIABILITY
                            Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                            • your use of or your inability to use our Site or Site Services;
                            • delays or disruptions in our Site or Site Services;
                            • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                            • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                            • damage to your hardware device from the use of the Site or Site Services;
                            • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                            • a suspension or other action taken with respect to your account;
                            • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
                            • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                            ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                            18. RELEASE
                            In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).
                            TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                            This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                            19. INDEMNIFICATION
                            You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
                            20. AGREEMENT TERM AND TERMINATION
                            The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. If you are using Upwork Payroll, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) Upwork will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Upwork for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
                            Without limiting Upwork’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                            Without limiting Upwork’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Upwork or our Affiliates under the Terms of Service, you must pay Upwork, and you authorize Upwork or its Affiliate to charge you, for all fees owed to Upwork and our Affiliates and reimburse Upwork for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
                            If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Upwork will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever.
                            20.1 ENFORCEMENT OF AGREEMENT
                            Upwork has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Upwork’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Upwork.
                            20.2 CONSEQUENCES OF AGREEMENT TERMINATION
                            Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Upwork to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, Upwork will pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.
                            Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
                            20.3 SURVIVAL
                            After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
                            21. CANCELLATIONS, REFUNDS, AND DISPUTES
                            21.1 DISPUTE PROCESS AND SCOPE
                            For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract.
                            If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including any claimed employment with Upwork or one of its Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
                            You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                            21.2 CHOICE OF LAW
                            This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.
                            21.3 INFORMAL DISPUTE RESOLUTION
                            Before serving a demand for arbitration of a Claim, you agree to first notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Upwork must include pertinent account information, a brief description of the Claim, and Upwork’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                            21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                            This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.
                            In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
                            A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                            Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Upwork ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                            Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found atwww.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                            You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                            This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Upwork may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
                            Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
                            B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                            This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
                            In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                            C. CLASS ACTION AND JURY TRIAL WAIVER
                            This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Upwork may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
                            D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
                            You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to legalnotices@upwork.com.
                            22. GENERAL
                            22.1 ENTIRE AGREEMENT
                            This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                            22.2 SIDE AGREEMENTS
                            Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service.
                            22.3 COMPLIANCE
                            User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
                            22.4 MODIFICATIONS
                            No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by Upwork to the Site from time to time.
                            22.5 NO WAIVER
                            The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
                            22.6 ASSIGNABILITY
                            User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Upwork may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
                            22.7 SEVERABILITY
                            If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                            22.8 FORCE MAJEURE
                            The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.
                            22.9 PREVAILING LANGUAGE AND LOCATION
                            The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Upwork makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

                            23. DEFINITIONS
                            “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Upwork.
                            “Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User. From time to time, Upwork may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Upwork when Upwork acts in this way.
                            “Client Deliverables” means requests, intellectual property, and any other information or materials that a Freelancer receives from a Client to perform Freelancer Services.
                            “Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                            “Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                            “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                            “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                            “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                            “Freelancer” means any authorized User utilizing the Site to advertise and provide Services to Clients.
                            “Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.
                            “Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in the Time Logs, multiplied by the hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.
                            “Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
                            “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.
                            “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                            “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                            “Payroll Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                            “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any; and, in each case, the additional agreements referenced in Section 5.1 (Service Contracts).
                            “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                            “Time Logs” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.
                            “Upwork Team Software” means the online platform accessed using Upwork’s downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                            “User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Upwork.
                            “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
                            24. CONTACTING US
                            If you have questions or need assistance, please contact Customer Support.

                            Effective September 13, 2016   to  April 20, 2018
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                            Table of Contents

                              This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Upwork Global Inc. (“Upwork”, “ we,” or “us”) and, to the extent expressly stated, our affiliates Upwork Escrow Inc. (“Upwork Escrow”) and Elance Limited. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.upwork.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (collectively, the “Site”), all services (except the Freelancer Services), applications and products that are accessible through the Site and all Upwork mobile applications that link to or reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
                              This Agreement includes and hereby incorporates by reference the following: Upwork Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Freelancer Membership Agreement; Upwork Payroll Agreement; Proprietary Rights Infringement Reporting Procedures; “Upwork Team” Software License Agreement; API Terms of Use; Upwork Widget Terms of Use; Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions; and Fixed-Price Escrow Instructions, as such agreements may be in effect and modified by Upwork from time to time (collectively, with this Agreement, the “Terms of Service”). The Terms of Service are available at www.upwork.com/legal/terms/.
                              Subject to the conditions set forth herein, Upwork may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a Substantial Change. If the Substantial Change includes an increase to Fees charged by Upwork, Upwork will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”).
                              Your continued use of the Site or the Site Services after the Effective Date of a revised version of this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls. Capitalized terms are defined throughout this Agreement and in Section 23 (Definitions).
                              YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
                              1. DIGITAL SIGNATURE
                              By registering for an Upwork account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other Terms of Service electronically, effective on the date you register your Account or click to accept the Terms of Service, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
                              2. CONSENT TO USE ELECTRONIC RECORDS
                              In connection with the Terms of Service, you may be entitled to receive certain records from Upwork or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
                              2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
                              By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under the Terms of Service that we or our Affiliates would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
                              2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
                              In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support. In addition, so that we may communicate with you via the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any change in your address.
                              2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
                              To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
                              By accepting and agreeing to this Agreement and the other Terms of Service electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
                              3. UPWORK ACCOUNTS
                              3.1 ACCOUNT ELIGIBILITY
                              To use the Site and certain Site Services, you must register for an Account. Upwork offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Freelancer Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Upwork reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Upwork’s sole discretion.
                              You represent that you are not: (x) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services.
                              3.2 ACCOUNT REGISTRATION; PROFILE
                              By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, the public. If you are a Freelancer, unless you use the Site solely as an employee and Agency Member of a registered Agency Account, you represent and warrant that you use your Profile to market your business to others for the purpose of entering into independent contractor relationships with other Users. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services your business provides that is or becomes false or misleading. You agree not to register for more than one Client Account and one Freelancer Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You agree not to ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
                              3.3 IDENTITY VERIFICATION
                              When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Upwork, if it is a separate legal entity. You authorize Upwork, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.
                              3.4 AGENCY ACCOUNTS
                              You may create an account through which other authorized Freelancers (each, an “Agency Member”) may act on your behalf in the roles you assign for your account (an “Agency Account”). A Freelancer creates an Agency Account on behalf of a business (the “Agency”), which may be the Freelancer as a sole proprietor or a partnership, corporation, or other legal entity the User controls. The Freelancer that registered the Agency Account may also grant certain account administration privileges for the Agency Account to one or more Agency Members (each, an “Agency Account Administrator”). Except as otherwise required by applicable law, only the User who registered the Agency Account and the Agency Account Administrators can add or remove Agency Members to or from the Agency Account.
                              Each Agency Member must have an Account and a Profile. You understand and agree that the Agency may determine the Profile visibility and hourly rate of any of its Agency Members, and you authorize the Agency to do so by becoming an Agency Member. Each Agency Member must be a User and must be a real person or legally recognized entity. Each Agency Member’s Account Profile must contain the Agency Member’s real name, and Agency Members must comply with all Terms of Service. Agency Members’ identities will be subject to verification. If any of your Agency Members violate the Terms of Service, it may affect your ability to use the Site. Upon closure of an Agency Account, Upwork may close any or all related Accounts.
                              You agree to grant access to the Agency Account, including with respect to any Agency Members, only to Users authorized to act on your behalf and only in accordance with the Terms of Service. Additionally, you agree to be fully responsible and liable for any action of any Agency Member and any other User who uses the Agency Account, including Agency Account Administrators. You represent that your Agency Members have the authority to accept the Terms of Service on your behalf and to create a legally binding obligation on your behalf. You understand and agree that an Agency Member may accept and enter into Service Contracts on behalf of the Agency, and that the Agency is responsible and liable for all Service Contracts accepted by anyone acting as an Agency Member.
                              Each Agency Member is either an employee or an independent contractor of the Agency, as determined by the Agency. Without limiting the Agency’s obligations described in Section 8.2 (Responsibility for Employees and Subcontractors, Including Agency Members), the Agency acknowledges and agrees that it assumes all liability for the classification of its Agency Members as employees or independent contractors. The Agency further acknowledges and agrees that the Agency is responsible for paying its Agency Members. Agency Members acknowledge and agree that their Agency is solely responsible for paying them for work on behalf of the Agency and that such payments will not be made through the Site.
                              Your Agency Account (including feedback) and username are transferable only upon Upwork’s approval, at Upwork’s sole discretion.
                              You understand and agree that Agency Members’ Profiles may display work history that includes work done under the Agency, including after the Agency Member is no longer an Agency Member.
                              3.5 USERNAMES AND PASSWORDS
                              When you register for an Account, you will be asked to choose a username and password for the Account. Each User and any Agency Account Administrator will also be asked to choose the initial username and password for any Agency Account that is added to the Account (and can change the password for the Agency Account at any time).
                              You are entirely responsible for safeguarding and maintaining the confidentiality of your Account or Agency Account username and password. You authorize Upwork to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or Agency Account or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account). You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.
                              3.6 MARKETPLACE FEEDBACK
                              You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of the Site and you specifically request that Upwork post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that feedback results for you, including your Job Success Score (“ JSS”), if any, will consist of comments, ratings, indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and agree that Upwork will make feedback results available to other marketplace Users, including composite or compiled feedback. Upwork provides this feedback system as a means through which Users can share their opinions publicly and Upwork does not monitor or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any JSS relate only to the business advertised in the Freelancer Profile and not to any individual person. You agree not to use the JSS to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
                              Upwork does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Upwork do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Upwork is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Upwork reserves the right (but is under no obligation) to remove posted feedback or information that, in Upwork’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Upwork of any error or inaccurate statement in your feedback results, including the JSS, and that if you do not do so, Upwork may rely on the accuracy of such information.
                              4. PURPOSE OF THE SITE AND SITE SERVICES
                              The Site is a marketplace where Clients and Freelancers can identify each other and advertise, buy, and sell Freelancer Services online. Subject to the Terms of Service, Upwork provides the Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for Freelancer Services, a Service Contract is formed directly between such Users, subject to the provisions set forth in Section 5 (Contractual Relationship Between Client and Freelancer), unless you are enrolled in Upwork Payroll. When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
                              4.1 ESCROW ACCOUNTS
                              Upwork Escrow provides escrow services to Users to deliver, hold, or receive payment for an Engagement, and to pay service, membership and payment processing and administration fees to Upwork (“Escrow Services”). Upwork Escrow is a Delaware corporation and a licensed Internet escrow agent and holds California Department of Business Oversight License No. 963 5086. The Escrow Services are intended for business use, so you agree to use the Escrow Services only for business purposes and not for consumer, personal, family, or household purposes.
                              Depending on your needs and the applicable Escrow Instructions, Upwork Escrow will establish and maintain one of three different types of Escrow Accounts, subject to the applicable Escrow Agreement:
                              (a) Client Escrow Account. After entering into a Service Contract, the first time a Client makes a payment for an Engagement, Upwork Escrow will establish and maintain a “Client Escrow Account” to hold funds for the Client to use to make payments for Engagements, to receive refunds in connection with Engagements, and to make payments to Upwork for payment processing and administration fees.
                              (b) Freelancer Escrow Account. After entering into a Service Contract, the first time a Freelancer uses the Site to receive payment for an Engagement, Upwork Escrow will establish and maintain a “ Freelancer Escrow Account” for the Freelancer to receive payments for Engagements, withdraw payments, make monthly membership payments and service fees to Upwork, and issue refunds to Clients.
                              (c) Fixed-Price Escrow Account. When you enter into a Fixed-Price Contract, Upwork Escrow will establish and maintain a “Fixed-Price Escrow Account” to receive, hold, and release payments pursuant to the Fixed-Price Escrow Instructions for the Engagement that is the subject of that Service Contract.
                              You hereby authorize and instruct Upwork Escrow to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with the Terms of Service and the applicable Escrow Instructions.
                              5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER
                              5.1 SERVICE CONTRACTS
                              Unless you use the services described in the Upwork Payroll Agreement (such services, “Upwork Payroll”), you acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Fixed-Price Escrow Instructions; (b) the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions; (c) the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service; (d) the terms in Section 8 (Service Contract Terms), unless other terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service; and (e) any other contractual provisions accepted by both the Client and the Freelancer, to the extent that the provisions do not, and do not purport to, expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service. You acknowledge and agree that Upwork is not a party to any Service Contracts, and that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Upwork and any Freelancer.
                              5.2 PAYMENT AGREEMENTS AND ESCROW INSTRUCTIONS
                              Fixed-Price Engagements. If Users choose fixed-price compensation, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Fixed-Price Escrow Instructions.
                              Hourly Engagements, Bonus Payments, or Expense Payments. If Users choose hourly compensation, and/or if the Client makes bonus or expense payments, then the Users agree that they will be bound by, and Upwork Escrow will follow, the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                              6. PAYMENT TERMS
                              6.1 SERVICE FEE
                              The fees to use the Site and Site Services are paid solely by the Freelancer. When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Escrow Instructions, Upwork Escrow will credit the Freelancer Escrow Account for the full amount paid or released, and then subtract and disburse to Upwork a service fee in the amount specified in the Upwork Fee and ACH Authorization Agreement (the “Service Fee”). Freelancer agrees to pay Upwork the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services, including Payment Protection. Refer to the Upwork Payroll Agreement for applicable fees to use Upwork Payroll.
                              6.2 MEMBERSHIP FEES
                              Freelancers will subscribe to different levels of participation and privileges on the Site, by payment of subscription fees as described in and subject to the terms of the Freelancer Membership Agreement, as may be revised from time to time upon such notice as may be appropriate.
                              6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
                              Upwork does not introduce Clients to Freelancers and does not help Freelancers secure Engagements. Upwork merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Upwork does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, a Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 7 (Non-Circumvention), below. In addition, Upwork does not charge any fee or dues for posting public feedback and composite or compiled feedback, including JSS.
                              6.4 DISBURSEMENTS TO FREELANCERS
                              Under the relevant Escrow Instructions, Upwork Escrow disburses funds that are payable to a Freelancer for the Engagement (less any applicable Upwork fees) to Freelancers within 90 days after the Freelancer Fees are due and payable from Client (or for amounts less than $100, within 180 days after the Freelancer Fees are due and payable from Client). Freelancer agrees that it will not receive interest or other earnings on the funds held by Upwork Escrow prior to disbursement to Freelancer.
                              For Hourly Contracts, funds become payable to Freelancers following the expiration of the dispute period and the security period, unless the Client has any Engagement using Upwork Payroll, in which case there is no dispute period or security period. For Fixed-Price Contracts, the Freelancer Fees become payable to Freelancers following the expiration of the security period, unless the Client has any Engagement using Upwork Payroll in which case there is no security period. The security period begins after Client accepts and approves work submitted by Freelancer by clicking the Make a Payment button. Upwork, Upwork Escrow, and Elance Limited may, in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge the Client for any and all Time Logs at any time. To the extent the Escrow Instructions are inconsistent with this paragraph, the Escrow Instructions govern.
                              Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or the Terms of Service, Upwork Escrow may hold the disbursement of the Freelancer Fees. Additionally, Upwork Escrow may also hold the disbursement of the Freelancer Fees if: (a) we require additional information, such as Freelancer’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Freelancer Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in connection with any investigation; or (f) required by applicable law.
                              In cases of fraud, abuse, or violation of the Terms of Service, Upwork reserves the right to revoke any payments and instruct Upwork Escrow to (and Upwork Escrow will have the right to) hold and reclaim from Upwork Escrow all Freelancer Fees due to Freelancer (not just the Freelancer Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you, or used by your Client if you are a Freelancer. You agree that we have the right to obtain such reimbursement by instructing Upwork Escrow to (and Upwork Escrow will have the right to) charge an applicable Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Escrow Account and revocation of your access to the Site.
                              6.5 NON-PAYMENT
                              If Client fails to pay the Freelancer Fees or any other amounts due under the Terms of Service, whether by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means, Upwork may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Freelancer Services. Without limiting other available remedies, Client must pay Upwork upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Upwork or Upwork Escrow, at our discretion, may set off amounts due against other amounts received from or held by Upwork or Upwork Escrow for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
                              6.6 NO RETURN OF FUNDS
                              Client acknowledges and agrees that Upwork Escrow will charge Client’s designated Payment Method for the Freelancer Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance and approval of the Freelancer Services, and (b) for Hourly Contracts, on the Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Upwork and the Escrow Services provided by Upwork Escrow, Client agrees that once Upwork Escrow charges the Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees that Upwork or Upwork Escrow may dispute or appeal the chargeback and institute collection action against Client.
                              6.7 FORMAL INVOICES AND TAXES
                              Upwork will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer will also be solely responsible for determining whether: (a) Freelancer or Upwork is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Upwork, as appropriate; and (b) Upwork is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Upwork of any such requirement and indemnifying Upwork (either by Upwork, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing Upwork for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Upwork, Freelancer agrees to promptly cooperate with Upwork and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Upwork.
                              6.8 PAYMENT METHODS
                              Clients are charged a fee for payment processing and administration as described in the Upwork Fee and ACH Authorization Agreement.
                              In order to use certain Site Services, Client must provide account information for at least one valid Payment Method.
                              Client hereby authorizes Upwork, Upwork Escrow, and Elance Limited to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by Upwork Escrow. Notwithstanding the foregoing, credit cards and PayPal accounts in Australia, Canada, the Eurozone, and the United Kingdom will be charged by Elance Limited, an Ireland registered company which is an Affiliate of Upwork.
                              When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Upwork Escrow or Elance Limited to charge Client’s Payment Method for the Freelancer Fees.
                              By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
                              6.9 US DOLLARS AND FOREIGN CURRENCY CONVERSION
                              The Site and the Site Services operate in U.S. Dollars. If Client’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Upwork, Upwork Escrow or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Upwork, Upwork Escrow, or another Affiliate does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Upwork Escrow or an Affiliate will charge Client’s Payment Method in U.S. Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. Upwork, Upwork Escrow, and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Upwork, Upwork Escrow, and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Escrow Account.
                              6.10 LIMITED PAYMENT PROTECTION
                              In the rare event that a Client does not make payment for legitimate services performed by a Freelancer, Upwork will provide limited payment protection to the Freelancer as detailed in this Section 6.10 (“Payment Protection”) as a membership benefit to foster fairness, reward loyalty, and encourage the Freelancer to continue to use the Site and Site Services for their business needs.
                              Upwork only provides Payment Protection to Freelancers working on Hourly Contracts and only if all of requirements of the Hourly, Bonus, and Expense Payment Agreement with Escrow Instructions and the following criteria are met: (a) Client has a verified Payment Method; (b) the time represented is captured online using the Upwork Team Software; (c) the Freelancer Services performed and recorded in the Time Log pertain directly to the Service Contract; and (d) each Time Log is annotated with descriptions of the Freelancer Services performed, demonstrating Service Contract compliance. Upwork determines whether the foregoing criteria have been met in our sole discretion. Without limiting the foregoing, Payment Protection does not apply to: (w) Freelancers, Freelancer Services, or Service Contracts violating this Agreement or the other Terms of Service; (x) Freelancers that are aware of or complicit in another User’s violation of this Agreement or the other Terms of Service; (y) Freelancers enrolled in Upwork Payroll; or (z) Freelancers that are suspected (in Upwork’s sole discretion) of actual fraudulent activities or abuse of this Payment Protection.
                              Freelancer hereby irrevocably assigns to Upwork the right to recover from the Client any amounts that Upwork or our Affiliates provide to the Freelancer in connection with the Payment Protection membership benefit.
                              7. NON-CIRCUMVENTION
                              You acknowledge and agree that a substantial portion of the compensation Upwork receives for making the Site available to you is collected through the Service Fee described in Section 6.1 (“Service Fee”). Upwork only receives this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Upwork Relationship”). You may opt-out of this obligation with respect to each Client-Freelancer relationship only if Client or prospective Client or Freelancer pays Upwork for each such relationship:
                              (a) an “Opt-Out Fee” computed to be the greater of the following amounts:
                              (i) $2,500; or
                              (ii) 15% of the cost to the Client of the services to be performed in the Upwork Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client; or
                              (iii) all Service Fees that would be earned by Upwork from the Upwork Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Upwork; and
                              (b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.
                              To pay the Opt-Out Fee, you must request instructions by sending an email message to optoutfee@upwork.com.
                              Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
                              • Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
                              • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
                              • Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users.
                              You agree to notify Upwork immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Upwork by sending an email message to: policy-reports@upwork.com.
                              If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.
                              8. SERVICE CONTRACT TERMS
                              Unless otherwise expressly agreed to in writing by both Users, and except for Freelancer Services using Upwork Payroll, the default terms and conditions of the Service Contract that a Freelancer enters directly with a Client when the Freelancer agrees to provide Freelancer Services to the Client are as set forth in this Section 8. If Upwork Payroll is used for the Engagement, then only Sections 8.7 and 8.8 of this Section 8 apply. Users may agree between them on any additional or different terms for their Service Contract as long as such terms do not and do not purport to affect the rights or responsibilities of Upwork or violate the Terms of Service. Upwork is not a party to any Service Contract by or between Users.
                              Users agree that the terms concerning the Service Contract described on the Site, including Freelancer Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Service Contract (see Section 8.5) or accept such changes by continuing to work on the Service Contract.
                              8.1 SERVICES
                              Freelancer will perform the Freelancer Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services will be determined and controlled solely by Freelancer, which is engaged by Client as an independent contractor.
                              8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS
                              To ensure accurate billing, work billed for Hourly Contracts under a Freelancer’s Account must be performed by the Freelancer that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.
                              If a User subcontracts with or employs third parties to perform Freelancer Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Service Contracts entered into by Agency Members on behalf of the Agency.
                              Freelancer, Agency, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of Upwork or Client. Agency, Delegee, and Freelancer represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Upwork nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Upwork or Client.
                              With respect to Delegees, Upwork merely provides the platform for Agency or Freelancer to communicate and share information with Clients and, if they are Users, with Delegees. Agency, Delegee, and Freelancer understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Freelancer, and/or Client and not by Upwork. Agency, Delegee, and Freelancer acknowledge and agree that Delegees are not employees or independent contractors of Upwork, and further acknowledge and agree that they will not be providing any services to Upwork (directly or indirectly) while employed or engaged by the Agency or another User.
                              Agency, Delegee, and Freelancer acknowledge and agree that Upwork does not, in any way, supervise, direct, or control Delegees; Upwork does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Upwork will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and Upwork does not provide the premises at which the Delegees will perform the work.
                              8.3 CLIENT PAYMENTS AND BILLING
                              For Hourly Contracts, Client becomes obligated for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client becomes obligated immediately upon sending a Fixed-Price Contract offer or upon activating any additional milestone.
                              8.4 DISPUTE RESOLUTION
                              With respect to disputes arising between Clients and Freelancers, you agree to abide by the dispute resolution provisions set forth in the Escrow Instructions that apply to your particular Service Contract.
                              8.5 TERMINATION OF A SERVICE CONTRACT
                              Under Hourly Contracts, either Client or Freelancer has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Freelancer Fees for any Freelancer Services provided prior to termination of the Hourly Contract.
                              Under Fixed-Price Contracts, once a Client’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Client by Freelancer, the Service Contract does not terminate until the Freelancer Services are completed. However, either Client or Freelancer has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Client does not have the right to recover any payments already released to Freelancer from the escrow account for the Engagement.
                              8.6 INTELLECTUAL PROPERTY RIGHTS
                              CERTAIN DEFINED TERMS
                              The following capitalized terms have the following meanings:
                              “Background Technology” means all Inventions developed by Freelancer other than in the course of providing Freelancer Services to Client under the Service Contract and all Inventions that Freelancer incorporates into Work Product.
                              “Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Freelancer for Freelancer to perform Freelancer Services.
                              “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
                              BACKGROUND TECHNOLOGY
                              Freelancer will disclose in the Engagement Terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
                              LICENSE TO BACKGROUND TECHNOLOGY
                              Upon Freelancer’s receipt of full payment from Client for delivery of Work Product, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
                              CLIENT MATERIALS
                              Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.
                              OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
                              Upon Freelancer’s receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.
                              LICENSE TO OR WAIVER OF OTHER RIGHTS
                              If Freelancer has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.
                              ASSISTANCE
                              Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Freelancer.
                              IMMUNITY
                              A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
                              8.7 WORKER CLASSIFICATION
                              Client is responsible and assumes all liability for determining whether Freelancers are independent contractors or employees and engaging them accordingly; Upwork disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Freelancer does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Upwork. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship. A Freelancer classified as an independent contractor is free at all times to provide Freelancer Services to persons or businesses other than Client, including any competitor of Client.
                              For Freelancer Services classified as employment, Client must sign up for and participate in the Upwork Payroll program made available on the Site, with employment services provided as discussed in Section 8.8 (Employment Services), unless Client pays the Opt-Out Fee. For all purposes with Upwork Payroll, the employer of the Freelancer will be the third-party Staffing Provider and not Upwork under any circumstances.
                              8.8 EMPLOYMENT SERVICES
                              If a Client will receive services from a Freelancer it has classified as an employee, then the Client agrees that the Upwork Payroll Agreement applies, and Client agrees to enroll in Upwork Payroll for each such relationship. In this case, Upwork’s third-party staffing vendor (the “Staffing Provider”) will hire the Freelancer at the request of Client and assign the Freelancer to work for Client, as described in the Upwork Payroll Agreement.
                              If a Client and a Freelancer decide to use Upwork Payroll, then Freelancer acknowledges that Freelancer has agreed to become a Payroll Employee, employed by the Staffing Provider and assigned to Client, based on Freelancer’s own determination that Client offers work acceptable and appropriate for Freelancer on terms that are acceptable to Freelancer. Freelancer agrees to complete such documents as the Staffing Provider may legally and reasonably require in connection with the employer-employee relationship, including, without limitation, an authorization for a background check, an employment agreement or offer letter, applicable tax forms, and an I-9 or other documentation to establish authorization for employment in the applicable country (collectively, the “Employment Paperwork”). Freelancer will not become an employee of the Staffing Provider and will not start work until all Employment Paperwork has been completed and returned to the Staffing Provider, and the Staffing Provider has accepted Freelancer as an employee. Once Freelancer becomes an employee of the Staffing Provider, unlike independent contractor engagements, Freelancer understands that he/she will not have the right to control the manner and means by which he/she works and will be subject to the Staffing Provider’s policies and requirements.
                              With respect to Payroll Employees, Upwork merely provides the platform for Freelancer to communicate and share information with the Staffing Provider and Client. Freelancer understands and agrees that the pay rate, work hours, employment dates and working conditions will be established or confirmed by the Staffing Provider and/or Client and not by Upwork, and that Freelancer will not have any contract on the Upwork Site or with Upwork regarding such employment terms; any job posting, proposal, pay rate or other information in the platform is solely for the purpose of enabling the Payroll Employee to communicate with the Staffing Provider and the Client. Freelancer acknowledges and agrees that he/she is not an employee of Upwork, and that he/she will not be providing any services to Upwork (directly or indirectly) while employed by the Staffing Provider unless Upwork is expressly designated in writing as the Client.
                              Freelancer understands and agrees that Freelancer is responsible for accurately recording Freelancer’s work hours and reporting all hours worked to the Staffing Provider. By completing and/or submitting a Time Log, Freelancer verifies that the hours worked reflected in the Time Log are accurately recorded and include all hours worked, including but not limited to any overtime hours and any paid rest breaks that Freelancer is authorized to take by the Staffing Provider and/or by applicable law. Any provision of this Agreement that would conflict with applicable law regarding the timing or amount of wage payments shall not apply to any Payroll Employee.
                              Freelancer agrees to personally provide all services for any contract under which the Freelancer is working as a Payroll Employee. Freelancer acknowledges that Freelancer, and not Upwork or the Staffing Provider, will be responsible for timely and professionally completing all work that he or she is assigned while working as a Payroll Employee.
                              9. RECORDS OF COMPLIANCE
                              Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any Upwork Payroll Agreement, and (2) provide copies of such records to Upwork upon request. Nothing in this subsection requires or will be construed as requiring Upwork to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
                              10. RELATIONSHIP WITH UPWORK
                              Upwork is not a party to the dealings between Client and Freelancer, including posts, proposals, screening, selection, contracting, and performance of Freelancer Services. Upwork does not introduce Freelancers to Clients or help Freelancers find Engagements. Upwork merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Upwork does not, in any way, supervise, direct, or control Freelancer or Freelancer’s work. Upwork does not set Freelancer’s work hours, work schedules, or location of work, nor is Upwork involved in determining if the Freelancer Fees will be set at an hourly or fixed rate for a Service Contract. Upwork will not provide Freelancer with training or any equipment, labor, or materials needed for a particular Service Contract. Upwork does not provide the premises at which the Freelancer will perform the work. Upwork makes no representations about, and does not guarantee the quality, safety, or legality of, the Freelancer Services; the truth or accuracy of Freelancer’s listings on the Site; the qualifications, background, or identities of Users; the ability of Freelancers to deliver the Freelancer Services; the ability of Clients to pay for the Freelancer Services; or that a Client or Freelancer can or will actually complete a transaction.
                              Upwork does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Freelancer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Freelancer’s performance, and Client’s acceptance, of Freelancer Services.
                              Upwork is not required to and may not verify any feedback or information given to us by Freelancers or Clients, nor does Upwork perform background checks on Freelancers or Clients.
                              You hereby acknowledge and agree that Upwork may provide information on the Site about a Freelancer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Freelancers or Clients voluntarily submit to Upwork and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Upwork; Upwork provides such information solely for the convenience of Users.
                              11. THIRD-PARTY BENEFICIARY
                              Users appoint Upwork as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Upwork hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain terms in any Service Contract and Upwork is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that Upwork has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
                              The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Upwork, except and solely to the extent expressly stated in this Agreement.
                              12. COMMUNICATIONS FROM YOU TO UPWORK
                              All notices to Upwork or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal, 441 Logue Ave., Mountain View, CA 94043; or (c) in writing via email to legalnotices@upwork.com. All such notices are deemed effective upon receipt by Upwork. Upwork does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Upwork or its registered agent for service of process.
                              13. UPWORK’S ROLE
                              13.1 SERVICE CONTRACTS
                              You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) Upwork is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Upwork, and Upwork does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Upwork will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) Upwork has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; and (f) Upwork makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Upwork disclaims any and all liability relating thereto.
                              14. LICENSES AND THIRD-PARTY CONTENT
                              14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
                              Subject to and conditioned on compliance with the Terms of Service, Upwork grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Freelancer Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Upwork’s prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Upwork’s prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Upwork. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Upwork and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Upwork logos and names are trademarks of Upwork and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in the Terms of Service confers any license under any of Upwork’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
                              14.2 USER CONTENT LICENSE
                              When you post User Content on the Site or through the Site Services or provide Upwork with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Upwork may exercise the rights to your User Content granted under the Terms of Service without any liability or obligation for any payment.
                              You retain all ownership rights in any User Content you post on Upwork. To the extent permitted by applicable law, you also grant to Upwork and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and Upwork’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display, and perform such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of this Agreement, our Privacy Policy, and applicable law.
                              Notwithstanding the foregoing paragraph, Upwork will only use or disclose User Content you post to any non-public area of the Site to the extent necessary to provide Site Services to you as further described in our Privacy Policy.
                              The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Upwork and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
                              You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Upwork under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Upwork does not waive any rights to use similar or related ideas known or developed by Upwork or obtained from sources other than you.
                              14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
                              The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Upwork and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
                              Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Upwork or any third party
                              14.4 THIRD-PARTY VERIFICATION
                              The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Upwork. Upwork neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Upwork’s authorized employees acting in their official capacities.
                              14.5 LINKS AND APPLICATIONS
                              The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Upwork is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
                              14.6 MOBILE AND OTHER DEVICES
                              When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
                              14.7 SITE UPDATES
                              We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “ Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Upwork reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Upwork will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
                              15. CONFIDENTIAL INFORMATION
                              15.1 CONFIDENTIALITY
                              To the extent a Client or Freelancer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
                              15.2 RETURN
                              If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
                              15.3 PUBLICATION
                              Without limiting Section 15.1 (Confidentiality), Client, Freelancer, and Upwork will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.
                              16. WARRANTY DISCLAIMER
                              YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. UPWORK MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UPWORK DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST UPWORK WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
                              17. LIMITATION OF LIABILITY
                              Upwork is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
                              • your use of or your inability to use our Site or Site Services;
                              • delays or disruptions in our Site or Site Services;
                              • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
                              • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
                              • damage to your hardware device from the use of the Site or Site Services;
                              • the content, actions, or inactions of third parties’ use of the Site or Site Services;
                              • a suspension or other action taken with respect to your account;
                              • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
                              • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
                              ADDITIONALLY, IN NO EVENT WILL UPWORK, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF UPWORK, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY UPWORK WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
                              18. RELEASE
                              In addition to the recognition that Upwork is not a party to any contract between Users, you hereby release Upwork, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 8.4 (Dispute Resolution).
                              TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
                              This release will not apply to a claim that Upwork failed to meet our obligations under the Terms of Service.
                              19. INDEMNIFICATION
                              You will indemnify, defend, and hold harmless Upwork, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Upwork as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
                              20. AGREEMENT TERM AND TERMINATION
                              The Terms of Service as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Upwork expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legalnotices@upwork.com. If you are using Upwork Payroll, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) Upwork will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Upwork for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Upwork from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
                              Without limiting Upwork’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Upwork or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Upwork’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
                              Without limiting Upwork’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Upwork or our Affiliates under the Terms of Service, you must pay Upwork, and you authorize Upwork or its Affiliate to charge you, for all fees owed to Upwork and our Affiliates and reimburse Upwork for the Opt-Out Fee, if applicable, all losses and costs (including any and all time of Upwork’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
                              If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Upwork will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Upwork will have no liability whatsoever.
                              20.1 ENFORCEMENT OF AGREEMENT
                              Upwork has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Upwork’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Upwork.
                              20.2 CONSEQUENCES OF AGREEMENT TERMINATION
                              Termination of this Agreement and/or closing of your Account will not relieve Client of the requirement to pay for Freelancer Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Upwork to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Procedures, Upwork will pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.
                              Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF UPWORK DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, UPWORK HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
                              20.3 SURVIVAL
                              After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
                              21. CANCELLATIONS, REFUNDS, AND DISPUTES
                              21.1 DISPUTE PROCESS AND SCOPE
                              For disputes arising between Clients and Freelancers, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract.
                              If a dispute arises between you and Upwork or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Upwork, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Upwork (including any claimed employment with Upwork or one of its Affiliates or successors), the termination of your relationship with Upwork, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Upwork or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Upwork or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
                              You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                              21.2 CHOICE OF LAW
                              This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.
                              21.3 INFORMAL DISPUTE RESOLUTION
                              Before serving a demand for arbitration of a Claim, you agree to first notify Upwork of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 or by email to legalnotices@upwork.com, and Upwork agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Upwork must include pertinent account information, a brief description of the Claim, and Upwork’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Upwork will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
                              21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)
                              This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users except Users located outside of the United States and its territories.
                              In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Upwork, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
                              A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
                              Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Upwork ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
                              Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found atwww.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
                              You and Upwork will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
                              This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Upwork may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.
                              Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
                              B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
                              This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.
                              In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Upwork agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
                              C. CLASS ACTION AND JURY TRIAL WAIVER
                              This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Upwork agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Upwork agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Upwork may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
                              D. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
                              You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Upwork in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Upwork at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to legalnotices@upwork.com.
                              22. GENERAL
                              22.1 ENTIRE AGREEMENT
                              This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Upwork relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Upwork drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Upwork because of the authorship of any provision of the Terms of Service.
                              22.2 SIDE AGREEMENTS
                              Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Upwork’s obligations or restrict Upwork’s rights under the Terms of Service.
                              22.3 COMPLIANCE
                              User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
                              22.4 MODIFICATIONS
                              No modification or amendment to the Terms of Service will be binding upon Upwork unless in a written instrument signed by a duly authorized representative of Upwork. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 22.4 (Modifications) does not apply to amendments to the Terms of Service posted by Upwork to the Site from time to time.
                              22.5 NO WAIVER
                              The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
                              22.6 ASSIGNABILITY
                              User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Upwork’s prior written consent in the form of a written instrument signed by a duly authorized representative of Upwork (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Upwork may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.
                              22.7 SEVERABILITY
                              If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
                              22.8 FORCE MAJEURE
                              The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in Section 20.3.
                              22.9 PREVAILING LANGUAGE AND LOCATION
                              The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Upwork makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

                              23. DEFINITIONS
                              “Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Upwork.
                              “Client” means any authorized User utilizing the Site to seek and/or obtain Freelancer Services from another User. From time to time, Upwork may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Upwork when Upwork acts in this way.
                              “Client Deliverables” means requests, intellectual property, and any other information or materials that a Freelancer receives from a Client to perform Freelancer Services.
                              “Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Freelancer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
                              “Engagement” means an engagement for Freelancer Services that a Freelancer provides to a Client under a Service Contract on the Site.
                              “Escrow Account” means Client Escrow Account, Freelancer Escrow Account, or Fixed-Price Escrow Account.
                              “Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                              “Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services contracted by Client for such Service Contract.
                              “Freelancer” means any authorized User utilizing the Site to advertise and provide Services to Clients.
                              “Freelancer Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.
                              “Freelancer Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Freelancer in the Time Logs, multiplied by the hourly rate set by the Freelancer; (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Freelancer; and (c) any bonuses or other payments made by a Client.
                              “Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
                              “Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Freelancer.
                              “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
                              “Payment Method” means a valid credit card issued by a bank acceptable to Upwork, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Upwork may accept from time to time in our sole discretion.
                              “Payroll Employee” means a Freelancer enrolled in Upwork Payroll, accepted for employment by a Staffing Provider, and assigned by the Staffing Provider to provide Freelancer Services to one or more Client(s).
                              “Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Freelancer governing the Freelancer Services to be performed by a Freelancer for Client for an Engagement; or (b) if you use Upwork Payroll, the contractual provisions between Freelancer and the Staffing Provider for the provision of services to Client, if any; and, in each case, the additional agreements referenced in Section 5.1 (Service Contracts).
                              “Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
                              “Time Logs” means the report of hours recorded for a stated period by a Freelancer for the Freelancer Services performed for a Client.
                              “Upwork Team Software” means the online platform accessed using Upwork’s downloaded team software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.
                              “User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Upwork.
                              “Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
                              24. CONTACTING US
                              If you have questions or need assistance, please contact Customer Support.

                              Privacy Policy

                              Effective September 30, 2019
                              Download

                              Table of Contents


                                		 TRUSTe Privacy Certification
                                Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                TABLE OF CONTENTS
                                1. Information Collection
                                1. Use of Information
                                2. Data Retention
                                3. Information Sharing and Disclosure
                                1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                2. Your Choices and Rights
                                3. Security
                                4. International Transfers of Personal Information
                                5. Privacy Shield Notice
                                6. Links to Other Sites
                                7. Public Profile
                                8. Phishing
                                9. California Residents – Your California Privacy Rights
                                10. Changes to this Policy
                                11. Contacting Us

                                1. INFORMATION COLLECTION
                                Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                Information You Provide to Us
                                When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                • Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                Information Received from Third Parties
                                Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                Information Collected Automatically
                                Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.
                                The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                Upwork does not respond to Do-Not-Track signals.
                                Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                Work Diaries and Work View
                                We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                User Profiles
                                Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                Messaging
                                Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                Community Forums
                                We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                Testimonials
                                We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                Work Listings Through the Service
                                If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                Feedback
                                We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                Email to Friends and Referral Program
                                Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                Social Networking Services
                                You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                2. USE OF INFORMATION
                                We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                WE USE INFORMATION WE COLLECT:
                                • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                We use your Personal Information for the purposes described above:
                                • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
                                • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                  • Providing our Site and Service.
                                  • Analyzing and improving our business.
                                  • Communications, including marketing and responding to your inquiries about our services.
                                  • Addressing information security needs and protecting our Users, Upwork, and others.
                                  • Managing legal issues.
                                • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                3. DATA RETENTION
                                Unless you request that we delete certain information (see Your Choices and Rights below), we delete the information you submit to verify your identity after 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                4. INFORMATION SHARING AND DISCLOSURE
                                We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to view a job post or submit a proposal for work as a Freelancer via the Service, we may share relevant information with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                6. YOUR CHOICES AND RIGHTS
                                You have certain choices regarding how we may communicate with you.
                                Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the Upwork Service (once you have logged in, visit settings / user settings, and then click on the close my account link).
                                Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). For example, if you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our Privacy Center for more information or to submit a request to us regarding your Personal Information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at privacyrequests@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.
                                We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                7. SECURITY
                                We take a number of steps to protect your data, but no security is guaranteed.
                                Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                9. PRIVACY SHIELD NOTICE
                                Upwork and its affiliates Upwork Inc., Upwork Escrow Inc., Elance, Inc., and Upwork Talent Group, Inc. have certified that their U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that they receive in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                When Upwork or one of its affiliates receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on their behalf, Upwork or its affiliate may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork or its affiliate is responsible for the event giving rise to the damage.
                                Covered European residents should contact Upwork at the contact information below regarding Upwork’s or its affiliates' compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork and the above-named affiliates have agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                For other Personal Information Upwork or its affiliates receive under the Privacy Shield, Upwork and its affiliates have committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at https://www.privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                10. LINKS TO OTHER SITES
                                Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                11. PUBLIC PROFILE
                                The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                12. PHISHING
                                Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                14. CHANGES TO THIS POLICY
                                We may change this Privacy Policy. If we make material changes, we will provide notice.
                                Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                15. CONTACTING US
                                If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 2625 Augustine Drive, Suite 601, Santa Clara, CA 95054, USA.
                                Effective July 18, 2019   to  September 30, 2019
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                                Table of Contents


                                  		 TRUSTe Privacy Certification
                                  Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                  If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                  Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                  We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                  TABLE OF CONTENTS
                                  1. Information Collection
                                  1. Use of Information
                                  2. Data Retention
                                  3. Information Sharing and Disclosure
                                  1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                  2. Your Choices and Rights
                                  3. Security
                                  4. International Transfers of Personal Information
                                  5. Privacy Shield Notice
                                  6. Links to Other Sites
                                  7. Public Profile
                                  8. Phishing
                                  9. California Residents – Your California Privacy Rights
                                  10. Changes to this Policy
                                  11. Contacting Us

                                  1. INFORMATION COLLECTION
                                  Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                  Information You Provide to Us
                                  When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                  • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                  • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                  • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                  • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                  • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                  • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                  • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                  • Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                  You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                  Information Received from Third Parties
                                  Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                  We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                  Information Collected Automatically
                                  Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                  We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.
                                  The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                  Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                  • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                  • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                  • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                  In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                  HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                  Upwork does not respond to Do-Not-Track signals.
                                  Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                  Work Diaries and Work View
                                  We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                  As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                  We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                  User Profiles
                                  Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                  You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                  Messaging
                                  Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                  Community Forums
                                  We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                  The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                  Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                  To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                  Testimonials
                                  We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                  Work Listings Through the Service
                                  If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                  Feedback
                                  We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                  Email to Friends and Referral Program
                                  Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                  Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                  Social Networking Services
                                  You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                  You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                  The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                  You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                  2. USE OF INFORMATION
                                  We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                  WE USE INFORMATION WE COLLECT:
                                  • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                  • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                  • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                  • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                  • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                  • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                  • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                  We use your Personal Information for the purposes described above:
                                  • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
                                  • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                    • Providing our Site and Service.
                                    • Analyzing and improving our business.
                                    • Communications, including marketing and responding to your inquiries about our services.
                                    • Addressing information security needs and protecting our Users, Upwork, and others.
                                    • Managing legal issues.
                                  • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                  3. DATA RETENTION
                                  Unless you request that we delete certain information (see Your Choices and Rights below), we delete the information you submit to verify your identity after 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                  4. INFORMATION SHARING AND DISCLOSURE
                                  We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                  We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                  • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                  • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                  • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                  • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                  • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                  • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                  • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                  5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                  We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                  Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                  While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                  6. YOUR CHOICES AND RIGHTS
                                  You have certain choices regarding how we may communicate with you.
                                  Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                  All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                  Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the Upwork Service (once you have logged in, visit settings / user settings, and then click on the close my account link).
                                  Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.
                                  We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                  7. SECURITY
                                  We take a number of steps to protect your data, but no security is guaranteed.
                                  Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                  8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                  Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                  Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                  When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                  9. PRIVACY SHIELD NOTICE
                                  Upwork and its affiliates Upwork Inc., Upwork Escrow Inc., Elance, Inc., and Upwork Talent Group, Inc. have certified that their U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that they receive in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                  When Upwork or one of its affiliates receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on their behalf, Upwork or its affiliate may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork or its affiliate is responsible for the event giving rise to the damage.
                                  Covered European residents should contact Upwork at the contact information below regarding Upwork’s or its affiliates' compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork and the above-named affiliates have agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                  For other Personal Information Upwork or its affiliates receive under the Privacy Shield, Upwork and its affiliates have committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                  If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at https://www.privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                  10. LINKS TO OTHER SITES
                                  Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                  11. PUBLIC PROFILE
                                  The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                  12. PHISHING
                                  Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                  13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                  We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                  Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                  If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                  You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                  14. CHANGES TO THIS POLICY
                                  We may change this Privacy Policy. If we make material changes, we will provide notice.
                                  Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                  15. CONTACTING US
                                  If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 2625 Augustine Drive, Suite 601, Santa Clara, CA 95054, USA.
                                  Effective July 18, 2019   to  July 18, 2019
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                                  Table of Contents


                                    		 TRUSTe Privacy Certification
                                    Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                    If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                    Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                    We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                    TABLE OF CONTENTS
                                    1. Information Collection
                                    1. Use of Information
                                    2. Data Retention
                                    3. Information Sharing and Disclosure
                                    1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                    2. Your Choices and Rights
                                    3. Security
                                    4. International Transfers of Personal Information
                                    5. Privacy Shield Notice
                                    6. Links to Other Sites
                                    7. Public Profile
                                    8. Phishing
                                    9. California Residents – Your California Privacy Rights
                                    10. Changes to this Policy
                                    11. Contacting Us

                                    1. INFORMATION COLLECTION
                                    Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                    Information You Provide to Us
                                    When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                    • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                    • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                    • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                    • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                    • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                    • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                    • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                    • Collection of Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                    You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                    Information Received from Third Parties
                                    Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                    We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                    Information Collected Automatically
                                    Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                    We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, other similar information and statistics about your interactions, such as content response times, download errors and length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, and to improve marketing, analytics, and site functionality.
                                    The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                    Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website and the mobile app, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                    • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service. For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                    • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                    • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                    In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                    HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                    Upwork does not respond to Do-Not-Track signals.
                                    Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online services you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                    Work Diaries and Work View
                                    We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                    As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                    We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                    User Profiles
                                    Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                    You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates and earnings information, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                    Messaging
                                    Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                    Community Forums
                                    We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                    The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features on Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                    Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                    To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                    Testimonials
                                    We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                    Work Listings Through the Service
                                    If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                    Feedback
                                    We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                    Email to Friends and Referral Program
                                    Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                    Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                    Social Networking Services
                                    You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                    You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                    The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                    You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time through the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                    2. USE OF INFORMATION
                                    We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                    WE USE INFORMATION WE COLLECT:
                                    • To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                    • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                    • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                    • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                    • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                    • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                    • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                    We use your Personal Information for the purposes described above:
                                    • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at Users' request in anticipation of entering into a contract with them.
                                    • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                      • Providing our Site and Service.
                                      • Analyzing and improving our business.
                                      • Communications, including marketing and responding to your inquiries about our services.
                                      • Addressing information security needs and protecting our Users, Upwork, and others.
                                      • Managing legal issues.
                                    • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                    3. DATA RETENTION
                                    Unless you request that we delete certain information (see Your Choices and Rights below), we delete the information you submit to verify your identity after 30 days and we retain other information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                    4. INFORMATION SHARING AND DISCLOSURE
                                    We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                    We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                    • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                    • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                    • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                    • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                    • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                    • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                    • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                    5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                    We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                    Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other websites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                    While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                    6. YOUR CHOICES AND RIGHTS
                                    You have certain choices regarding how we may communicate with you.
                                    Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                    All Users may request access to or correction of any Personal Information we have about them or close their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                    Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days or as otherwise required by law. If your information is deleted, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like to close your account in our system, you can do so through the Upwork Service (once you have logged in, visit settings / user settings, and then click on the close my account link).
                                    Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority and to seek judicial remedy.
                                    We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, the rights described above may be limited, for example, if fulfilling your request would reveal personal information about another person, or if you ask us to delete information we are required by law to keep or have compelling legitimate interests in keeping (such as for fraud prevention purposes). Your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                    7. SECURITY
                                    We take a number of steps to protect your data, but no security is guaranteed.
                                    Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                    8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                    Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                    Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                    When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                    9. PRIVACY SHIELD NOTICE
                                    Upwork and its affiliates Upwork Inc., Upwork Escrow Inc., Elance, Inc., and Upwork Talent Group, Inc. have certified that their U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that they receive in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                    When Upwork or one of its affiliates receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on their behalf, Upwork or its affiliate may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork or its affiliate is responsible for the event giving rise to the damage.
                                    Covered European residents should contact Upwork at the contact information below regarding Upwork’s or its affiliates' compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork and the above-named affiliates have agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                    For other Personal Information Upwork or its affiliates receive under the Privacy Shield, Upwork and its affiliates have committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                    If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at https://www.privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                    10. LINKS TO OTHER SITES
                                    Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                    11. PUBLIC PROFILE
                                    The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                    12. PHISHING
                                    Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                    13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                    We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                    Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                    If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                    You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                    14. CHANGES TO THIS POLICY
                                    We may change this Privacy Policy. If we make material changes, we will provide notice.
                                    Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                    15. CONTACTING US
                                    If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 2625 Augustine Drive, Suite 601, Santa Clara, CA 95054, USA.
                                    Effective June 24, 2019   to  July 18, 2019
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                                    Table of Contents


                                      		 TRUSTe Privacy Certification
                                      Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                      If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                      Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                      We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                      TABLE OF CONTENTS
                                      1. Information Collection
                                      1. Use of Information
                                      2. Data Retention
                                      3. Information Sharing and Disclosure
                                      1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                      2. Your Choices and Rights
                                      3. Security
                                      4. International Transfers of Personal Information
                                      5. Privacy Shield Notice
                                      6. Links to Other Sites
                                      7. Public Profile
                                      8. Phishing
                                      9. California Residents – Your California Privacy Rights
                                      10. Changes to this Policy
                                      11. Contacting Us

                                      1. INFORMATION COLLECTION
                                      Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                      Information You Provide to Us
                                      When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                      • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                      • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                      • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                      • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                      • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                      • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                      • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                      • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                      You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                      Information Received from Third Parties
                                      Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                      We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                      Information Collected Automatically
                                      Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                      We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                      The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                      Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                      • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                      • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                      • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                      • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                      In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                      HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                      Upwork does not respond to Do-Not-Track signals.
                                      Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                      Work Diaries and Work View
                                      We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                      As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                      We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                      User Profiles
                                      Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                      You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                      Messaging
                                      Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                      Community Forums
                                      We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                      The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                      Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                      To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                      Testimonials
                                      We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                      Work Listings Through the Service
                                      If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                      Feedback
                                      We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                      Email to Friends and Referral Program
                                      Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                      Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                      Social Networking Services
                                      You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                      You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                      The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                      You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                      2. USE OF INFORMATION
                                      We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                      WE USE INFORMATION WE COLLECT:
                                      • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                      • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                      • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                      • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                      • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                      • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                      • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                      We use your Personal Information for the purposes described above:
                                      • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                      • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                        • Providing our Site and Service.
                                        • Analyzing and improving our business.
                                        • Communications, including marketing and responding to your inquiries about our services.
                                        • Addressing information security needs and protecting our Users, Upwork, and others.
                                        • Managing legal issues.
                                      • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                      3. DATA RETENTION
                                      Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                      4. INFORMATION SHARING AND DISCLOSURE
                                      We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                      We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                      • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                      • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                      • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                      • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                      • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                      • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                      • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                      5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                      We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                      Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                      While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                      6. YOUR CHOICES AND RIGHTS
                                      You have certain choices regarding how we may communicate with you.
                                      Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                      All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                      Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                      Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                      We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                      7. SECURITY
                                      We take a number of steps to protect your data, but no security is guaranteed.
                                      Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                      8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                      Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                      Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                      When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                      9. PRIVACY SHIELD NOTICE
                                      As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                      When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                      Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                      For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                      If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                      10. LINKS TO OTHER SITES
                                      Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                      11. PUBLIC PROFILE
                                      The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                      12. PHISHING
                                      Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                      13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                      We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                      Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                      If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                      You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                      14. CHANGES TO THIS POLICY
                                      We may change this Privacy Policy. If we make material changes, we will provide notice.
                                      Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                      15. CONTACTING US
                                      If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 2625 Augustine Drive, Suite 601, Santa Clara, CA 95054, USA.
                                      Effective April 20, 2019   to  June 24, 2019
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                                      Table of Contents


                                        		 TRUSTe Privacy Certification
                                        Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                        If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                        Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                        We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                        TABLE OF CONTENTS
                                        1. Information Collection
                                        1. Use of Information
                                        2. Data Retention
                                        3. Information Sharing and Disclosure
                                        1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                        2. Your Choices and Rights
                                        3. Security
                                        4. International Transfers of Personal Information
                                        5. Privacy Shield Notice
                                        6. Links to Other Sites
                                        7. Public Profile
                                        8. Phishing
                                        9. California Residents – Your California Privacy Rights
                                        10. Changes to this Policy
                                        11. Contacting Us

                                        1. INFORMATION COLLECTION
                                        Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                        Information You Provide to Us
                                        When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                        • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                        • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                        • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                        • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                        • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                        • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                        • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                        • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                        You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                        Information Received from Third Parties
                                        Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                        We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                        Information Collected Automatically
                                        Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                        We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                        The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                        Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                        • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                        • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                        • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                        • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                        In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                        HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                        Upwork does not respond to Do-Not-Track signals.
                                        Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                        Work Diaries and Work View
                                        We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                        As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                        We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                        User Profiles
                                        Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                        You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                        Messaging
                                        Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                        Community Forums
                                        We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                        The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                        Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                        To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                        Testimonials
                                        We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                        Work Listings Through the Service
                                        If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                        Feedback
                                        We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                        Email to Friends and Referral Program
                                        Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                        Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                        Social Networking Services
                                        You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                        You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                        The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                        You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                        2. USE OF INFORMATION
                                        We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                        WE USE INFORMATION WE COLLECT:
                                        • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                        • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                        • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                        • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                        • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                        • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                        • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                        We use your Personal Information for the purposes described above:
                                        • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                        • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                          • Providing our Site and Service.
                                          • Analyzing and improving our business.
                                          • Communications, including marketing and responding to your inquiries about our services.
                                          • Addressing information security needs and protecting our Users, Upwork, and others.
                                          • Managing legal issues.
                                        • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                        3. DATA RETENTION
                                        Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                        4. INFORMATION SHARING AND DISCLOSURE
                                        We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                        We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                        • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                        • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                        • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                        • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                        • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                        • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                        • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                        5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                        We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                        Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                        While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                        6. YOUR CHOICES AND RIGHTS
                                        You have certain choices regarding how we may communicate with you.
                                        Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                        All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                        Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                        Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                        We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                        7. SECURITY
                                        We take a number of steps to protect your data, but no security is guaranteed.
                                        Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                        8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                        Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                        Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                        When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                        9. PRIVACY SHIELD NOTICE
                                        As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                        When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                        Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                        For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                        If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                        10. LINKS TO OTHER SITES
                                        Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                        11. PUBLIC PROFILE
                                        The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                        12. PHISHING
                                        Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                        13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                        We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                        Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                        If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                        You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                        14. CHANGES TO THIS POLICY
                                        We may change this Privacy Policy. If we make material changes, we will provide notice.
                                        Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                        15. CONTACTING US
                                        If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                        Effective April 20, 2019   to  April 20, 2019
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                                        Table of Contents


                                          		 TRUSTe Privacy Certification
                                          Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                          If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                          Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                          We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                          TABLE OF CONTENTS
                                          1. Information Collection
                                          1. Use of Information
                                          2. Data Retention
                                          3. Information Sharing and Disclosure
                                          1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                          2. Your Choices and Rights
                                          3. Security
                                          4. International Transfers of Personal Information
                                          5. Privacy Shield Notice
                                          6. Links to Other Sites
                                          7. Public Profile
                                          8. Phishing
                                          9. California Residents – Your California Privacy Rights
                                          10. Changes to this Policy
                                          11. Contacting Us

                                          1. INFORMATION COLLECTION
                                          Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                          Information You Provide to Us
                                          When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                          • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                          • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                          • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                          • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legalnotices@upwork.com .
                                          • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                          • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                          • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                          • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                          You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                          Information Received from Third Parties
                                          Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                          We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                          Information Collected Automatically
                                          Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                          We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                          The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                          Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                          • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                          • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal#cookie-policy.
                                          • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                          • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                          In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                          HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                          Upwork does not respond to Do-Not-Track signals.
                                          Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                          Work Diaries and Work View
                                          We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                          As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                          We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                          User Profiles
                                          Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                          You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com or legalnotices@upwork.com.
                                          Messaging
                                          Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                          Community Forums
                                          We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                          The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                          Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                          To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com or legalnotices@upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                          Testimonials
                                          We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com or legalnotices@upwork.com.
                                          Work Listings Through the Service
                                          If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                          Feedback
                                          We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use .
                                          Email to Friends and Referral Program
                                          Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                          Your friend may contact us at https://support.upwork.com or legalnotices@upwork.com to request that we remove this information from our database.
                                          Social Networking Services
                                          You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                          You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                          The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                          You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                          2. USE OF INFORMATION
                                          We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                          WE USE INFORMATION WE COLLECT:
                                          • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                          • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                          • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                          • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                          • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                          • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                          • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                          We use your Personal Information for the purposes described above:
                                          • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                          • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                            • Providing our Site and Service.
                                            • Analyzing and improving our business.
                                            • Communications, including marketing and responding to your inquiries about our services.
                                            • Addressing information security needs and protecting our Users, Upwork, and others.
                                            • Managing legal issues.
                                          • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                          3. DATA RETENTION
                                          Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                          4. INFORMATION SHARING AND DISCLOSURE
                                          We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                          We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                          • Information about Freelancers Shared with Clients, Agencies, Upwork Payroll Vendors, and Partners of The Upwork Foundation Initiative: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile. If you choose to participate in The Upwork Foundation Initiative as a Freelancer, we may share information relevant to your participation in the program with partners of Upwork who provide support to Freelancers through that program.
                                          • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                          • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                          • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                          • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                          • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                          • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                          5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                          We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                          Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                          While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                          6. YOUR CHOICES AND RIGHTS
                                          You have certain choices regarding how we may communicate with you.
                                          Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                          All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                          Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                          Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                          We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                          7. SECURITY
                                          We take a number of steps to protect your data, but no security is guaranteed.
                                          Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                          8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                          Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                          Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                          When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                          9. PRIVACY SHIELD NOTICE
                                          As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                          When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                          Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                          For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                          If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                          10. LINKS TO OTHER SITES
                                          Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                          11. PUBLIC PROFILE
                                          The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                          12. PHISHING
                                          Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                          13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                          We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                          Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                          If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                          You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                          14. CHANGES TO THIS POLICY
                                          We may change this Privacy Policy. If we make material changes, we will provide notice.
                                          Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                          15. CONTACTING US
                                          If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or legalnotices@upwork.com, or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                          Effective April 20, 2019   to  April 20, 2019
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                                          Table of Contents


                                            		 TRUSTe Privacy Certification
                                            Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                            If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                            Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                            We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                            TABLE OF CONTENTS
                                            1. Information Collection
                                            1. Use of Information
                                            2. Data Retention
                                            3. Information Sharing and Disclosure
                                            1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                            2. Your Choices and Rights
                                            3. Security
                                            4. International Transfers of Personal Information
                                            5. Privacy Shield Notice
                                            6. Links to Other Sites
                                            7. Public Profile
                                            8. Phishing
                                            9. California Residents – Your California Privacy Rights
                                            10. Changes to this Policy
                                            11. Contacting Us

                                            1. INFORMATION COLLECTION
                                            Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                            Information You Provide to Us
                                            When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                            • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                            • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                            • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                            • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                            • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                            • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                            • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                            • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                            You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                            Information Received from Third Parties
                                            Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                            We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                            Information Collected Automatically
                                            Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                            We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                            The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                            Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                            • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                            • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                            • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                            • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                            In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                            HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                            Upwork does not respond to Do-Not-Track signals.
                                            Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                            Work Diaries and Work View
                                            We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                            As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                            We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                            User Profiles
                                            Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                            You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                            Messaging
                                            Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                            Community Forums
                                            We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                            The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                            Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                            To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                            Testimonials
                                            We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                            Work Listings Through the Service
                                            If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                            Feedback
                                            We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                            Email to Friends and Referral Program
                                            Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                            Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                            Social Networking Services
                                            You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                            You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                            The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                            You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                            2. USE OF INFORMATION
                                            We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                            WE USE INFORMATION WE COLLECT:
                                            • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                            • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                            • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                            • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                            • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                            • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                            • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                            We use your Personal Information for the purposes described above:
                                            • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                            • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                              • Providing our Site and Service.
                                              • Analyzing and improving our business.
                                              • Communications, including marketing and responding to your inquiries about our services.
                                              • Addressing information security needs and protecting our Users, Upwork, and others.
                                              • Managing legal issues.
                                            • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                            3. DATA RETENTION
                                            Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                            4. INFORMATION SHARING AND DISCLOSURE
                                            We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                            We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                            • Information about Freelancers Shared with Clients, Agencies, and Upwork Payroll Vendors: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                            • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                            • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                            • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                            • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                            • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                            • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                            5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                            We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                            Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                            While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                            6. YOUR CHOICES AND RIGHTS
                                            You have certain choices regarding how we may communicate with you.
                                            Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                            All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                            Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                            Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                            We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                            7. SECURITY
                                            We take a number of steps to protect your data, but no security is guaranteed.
                                            Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                            8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                            Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                            Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                            When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                            9. PRIVACY SHIELD NOTICE
                                            As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                            When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                            Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                            For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                            If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                            10. LINKS TO OTHER SITES
                                            Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                            11. PUBLIC PROFILE
                                            The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                            12. PHISHING
                                            Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                            13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                            We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                            Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                            If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                            You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                            14. CHANGES TO THIS POLICY
                                            We may change this Privacy Policy. If we make material changes, we will provide notice.
                                            Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                            15. CONTACTING US
                                            If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                            Effective March 6, 2019   to  April 20, 2019
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                                            Table of Contents


                                              		 TRUSTe Privacy Certification
                                              Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                              If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                              Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                              We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                              TABLE OF CONTENTS
                                              1. Information Collection
                                              1. Use of Information
                                              2. Data Retention
                                              3. Information Sharing and Disclosure
                                              1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                              2. Your Choices and Rights
                                              3. Security
                                              4. International Transfers of Personal Information
                                              5. Privacy Shield Notice
                                              6. Links to Other Sites
                                              7. Public Profile
                                              8. Phishing
                                              9. California Residents – Your California Privacy Rights
                                              10. Changes to this Policy
                                              11. Contacting Us

                                              1. INFORMATION COLLECTION
                                              Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                              Information You Provide to Us
                                              When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                              • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                              • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                              • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                              • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                              • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                              • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                              • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                              • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                              You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                              Information Received from Third Parties
                                              Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                              We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                              Information Collected Automatically
                                              Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                              We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                              The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                              Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                              • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                              • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                              • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                              • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                              In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                              HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                              Upwork does not respond to Do-Not-Track signals.
                                              Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                              Work Diaries and Work View
                                              We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                              As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                              We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                              User Profiles
                                              Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                              You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                              Messaging
                                              Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                              Community Forums
                                              We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                              The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                              Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                              To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                              Testimonials
                                              We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                              Work Listings Through the Service
                                              If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                              Feedback
                                              We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                              Email to Friends and Referral Program
                                              Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                              Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                              Social Networking Services
                                              You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                              You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                              The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                              You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                              2. USE OF INFORMATION
                                              We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                              WE USE INFORMATION WE COLLECT:
                                              • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                              • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                              • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                              • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                              • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                              • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                              • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                              We use your Personal Information for the purposes described above:
                                              • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                              • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                                • Providing our Site and Service.
                                                • Analyzing and improving our business.
                                                • Communications, including marketing and responding to your inquiries about our services.
                                                • Addressing information security needs and protecting our Users, Upwork, and others.
                                                • Managing legal issues.
                                              • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                              3. DATA RETENTION
                                              Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                              4. INFORMATION SHARING AND DISCLOSURE
                                              We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                              We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                              • Information about Freelancers Shared with Clients, Agencies, and Upwork Payroll Vendors: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                              • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                              • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                              • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                              • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                              • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                              • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                              5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                              We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                              Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                              While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                              6. YOUR CHOICES AND RIGHTS
                                              You have certain choices regarding how we may communicate with you.
                                              Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                              All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                              Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                              Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Please see our GDPR Help Center for more information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score or you would like to exercise any other rights with regard to your Personal Information, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                              We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                              7. SECURITY
                                              We take a number of steps to protect your data, but no security is guaranteed.
                                              Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                              8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                              Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                              Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                              When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                              9. PRIVACY SHIELD NOTICE
                                              As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                              When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                              Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                              For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                              If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                              10. LINKS TO OTHER SITES
                                              Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                              11. PUBLIC PROFILE
                                              The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                              12. PHISHING
                                              Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                              13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                              We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                              Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                              If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                              You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                              14. CHANGES TO THIS POLICY
                                              We may change this Privacy Policy. If we make material changes, we will provide notice.
                                              Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                              15. CONTACTING US
                                              If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                              Effective July 26, 2018   to  March 6, 2019
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                                              Table of Contents


                                                		 TRUSTe Privacy Certification
                                                Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                                If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                                Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                                We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                                TABLE OF CONTENTS
                                                1. Information Collection
                                                1. Use of Information
                                                2. Data Retention
                                                3. Information Sharing and Disclosure
                                                1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                                2. Your Choices and Rights
                                                3. Security
                                                4. International Transfers of Personal Information
                                                5. Privacy Shield Notice
                                                6. Links to Other Sites
                                                7. Public Profile
                                                8. Phishing
                                                9. California Residents – Your California Privacy Rights
                                                10. Changes to this Policy
                                                11. Contacting Us

                                                1. INFORMATION COLLECTION
                                                Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                                Information You Provide to Us
                                                When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                                • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                                • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                                • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                                • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                                • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                                • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                                • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                                • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                                You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                                Information Received from Third Parties
                                                Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                                We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                                Information Collected Automatically
                                                Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                                We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                                The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                                Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                                • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                                • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                                • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                                • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                                In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                                HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                                Upwork does not respond to Do-Not-Track signals.
                                                Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                                Work Diaries and Work View
                                                We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                                As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                                We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                                User Profiles
                                                Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                                You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                                Messaging
                                                Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                                Community Forums
                                                We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                                The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                                Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                                To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                                Testimonials
                                                We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                                Work Listings Through the Service
                                                If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                                Feedback
                                                We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                                Email to Friends and Referral Program
                                                Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                                Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                                Social Networking Services
                                                You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                                You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                                The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                                You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                                2. USE OF INFORMATION
                                                We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                                WE USE INFORMATION WE COLLECT:
                                                • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                                • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                                • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                                • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                                • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                                • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                                • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                                We use your Personal Information for the purposes described above:
                                                • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                                • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                                  • Providing our Site and Service.
                                                  • Analyzing and improving our business.
                                                  • Communications, including marketing and responding to your inquiries about our services.
                                                  • Addressing information security needs and protecting our Users, Upwork, and others.
                                                  • Managing legal issues.
                                                • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                                3. DATA RETENTION
                                                Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                                4. INFORMATION SHARING AND DISCLOSURE
                                                We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                                We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                                • Information about Freelancers Shared with Clients, Agencies, and Upwork Payroll Vendors: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                                • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                                • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                                • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                                • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                                • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                                • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                                5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                                We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                                Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                                While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                                6. YOUR CHOICES AND RIGHTS
                                                You have certain choices regarding how we may communicate with you.
                                                Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                                All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                                Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                                Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                                We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                                7. SECURITY
                                                We take a number of steps to protect your data, but no security is guaranteed.
                                                Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                                8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                                Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                                Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                                When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                                9. PRIVACY SHIELD NOTICE
                                                As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                                When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                                Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                                For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                                If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                                10. LINKS TO OTHER SITES
                                                Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                                11. PUBLIC PROFILE
                                                The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                                12. PHISHING
                                                Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                                13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                                We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                                Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                                If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                                You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                                14. CHANGES TO THIS POLICY
                                                We may change this Privacy Policy. If we make material changes, we will provide notice.
                                                Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                                15. CONTACTING US
                                                If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                                Effective June 21, 2018   to  July 26, 2018
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                                                Table of Contents


                                                  		 TRUSTe Privacy Certification
                                                  Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                                  If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                                  Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                                  We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                                  TABLE OF CONTENTS
                                                  1. Information Collection
                                                  1. Use of Information
                                                  2. Data Retention
                                                  3. Information Sharing and Disclosure
                                                  1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                                  2. Your Choices and Rights
                                                  3. Security
                                                  4. International Transfers of Personal Information
                                                  5. Privacy Shield Notice
                                                  6. Links to Other Sites
                                                  7. Public Profile
                                                  8. Phishing
                                                  9. California Residents – Your California Privacy Rights
                                                  10. Changes to this Policy
                                                  11. Contacting Us

                                                  1. INFORMATION COLLECTION
                                                  Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                                  Information You Provide to Us
                                                  When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                                  • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                                  • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                                  • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                                  • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                                  • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                                  • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                                  • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                                  • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                                  You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                                  Information Received from Third Parties
                                                  Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                                  We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                                  Information Collected Automatically
                                                  Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                                  We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                                  The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                                  Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                                  • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                                  • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                                  • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                                  • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                                  In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                                  HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                                  Upwork does not respond to Do-Not-Track signals.
                                                  Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                                  Work Diaries and Work View
                                                  We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                                  As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                                  We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                                  User Profiles
                                                  Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                                  You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                                  Messaging
                                                  Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                                  Community Forums
                                                  We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                                  The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                                  Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                                  To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                                  Testimonials
                                                  We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                                  Work Listings Through the Service
                                                  If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                                  Feedback
                                                  We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                                  Email to Friends and Referral Program
                                                  Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                                  Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                                  Social Networking Services
                                                  You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                                  You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                                  The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                                  You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                                  2. USE OF INFORMATION
                                                  We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                                  WE USE INFORMATION WE COLLECT:
                                                  • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                                  • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                                  • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                                  • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                                  • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                                  • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                                  • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                                  We use your Personal Information for the purposes described above:
                                                  • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                                  • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                                    • Providing our Site and Service.
                                                    • Analyzing and improving our business.
                                                    • Communications, including marketing and responding to your inquiries about our services.
                                                    • Addressing information security needs and protecting our Users, Upwork, and others.
                                                    • Managing legal issues.
                                                  • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                                  3. DATA RETENTION
                                                  Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                                  4. INFORMATION SHARING AND DISCLOSURE
                                                  We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                                  We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                                  • Information about Freelancers Shared with Clients, Agencies, and Upwork Payroll Vendors: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                                  • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                                  • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                                  • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                                  • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                                  • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                                  • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                                  5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                                  We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                                  Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                                  While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                                  6. YOUR CHOICES AND RIGHTS
                                                  You have certain choices regarding how we may communicate with you.
                                                  Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                                  All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                                  Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                                  Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                                  We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                                  7. SECURITY
                                                  We take a number of steps to protect your data, but no security is guaranteed.
                                                  Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                                  8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                                  Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                                  Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                                  When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                                  9. PRIVACY SHIELD NOTICE
                                                  As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our self-certification is currently under review for approval by the Department of Commerce. If approved, our Privacy Shield certification will be available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                                  When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                                  Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                                  For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                                  If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                                  10. LINKS TO OTHER SITES
                                                  Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                                  11. PUBLIC PROFILE
                                                  The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                                  12. PHISHING
                                                  Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                                  13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                                  We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                                  Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                                  If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                                  You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                                  14. CHANGES TO THIS POLICY
                                                  We may change this Privacy Policy. If we make material changes, we will provide notice.
                                                  Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                                  15. CONTACTING US
                                                  If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                                  Effective May 25, 2018   to  June 21, 2018
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                                                  Table of Contents


                                                    		 TRUSTe Privacy Certification
                                                    Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                                    If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider free of charge at https://feedback-form.truste.com/watchdog/request.
                                                    Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                                    We’ve provided short summaries in this Privacy Policy to help you understand what information we collect, how we use it, and what choices or rights you may have. While these summaries help explain some of the concepts in a simple and clear way, we encourage you to read the entire Privacy Policy to understand our data practices.

                                                    TABLE OF CONTENTS
                                                    1. Information Collection
                                                    1. Use of Information
                                                    2. Data Retention
                                                    3. Information Sharing and Disclosure
                                                    1. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                                    2. Your Choices and Rights
                                                    3. Security
                                                    4. International Transfers of Personal Information
                                                    5. Privacy Shield Notice
                                                    6. Links to Other Sites
                                                    7. Public Profile
                                                    8. Phishing
                                                    9. California Residents – Your California Privacy Rights
                                                    10. Changes to this Policy
                                                    11. Contacting Us

                                                    1. INFORMATION COLLECTION
                                                    Users of the Service may be Clients, Freelancers, or Agencies (as each is defined in the User Agreement).
                                                    Information You Provide to Us
                                                    When you use the Service, you may provide us with information about you. This may include your name and contact information, financial information to make or receive payment for services obtained through the Upwork platform, or information to help us fill out tax forms. When you use the Service, we may also collect information related to your use of the Service and aggregate this with information about other users. This helps us improve our Services for you. You may also provide us with information about your contacts or friends if, for example, you’d like to add those contacts to a message room. Agencies may also provide us with information about Freelancers associated with the Agency.
                                                    • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                                    • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                                    • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                                    • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                                    • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                                    • In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                                    • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                                    • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First name, last name, and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                                    You do not have a statutory obligation to provide us with any information, but you may have a contractual obligation to do so, and if we do not receive certain information from you, then we will not be able to provide our Service to you. If you have any questions regarding whether provision of information is mandatory and the consequences for withholding such information, please contact us using the contact information below.
                                                    Information Received from Third Parties
                                                    Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will still treat that combined information as set forth in this Privacy Policy.
                                                    We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                                    Information Collected Automatically
                                                    Like other online companies, we receive technical information when you use our Services. We use these technologies to analyze how people use our Services, to improve how our Site functions, to save your log-in information for future sessions, and to serve you with advertisements that may interest you.
                                                    We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                                    The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                                    Upwork and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and to gather demographic information about our user base as a whole. The technology used to collect information automatically from Upwork Users may include the following:
                                                    • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
                                                    • For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                                    • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                                    • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                                    In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                                    HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                                    Upwork does not respond to Do-Not-Track signals.
                                                    Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                                    Work Diaries and Work View
                                                    We collect information about a Freelancer’s work for a Client, including automatically collected information about work on a particular project. We will share Work Diaries with the relevant Client and Agency. We tell Freelancers when we are capturing information for the Work Diary and allow Freelancers to block such data sharing.
                                                    As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                                    We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                                    User Profiles
                                                    Freelancers may create a profile, with certain or all information publicly available. Clients and Agencies may also create organization profiles.
                                                    You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                                    Messaging
                                                    Freelancers, Agencies, and Clients may communicate with each other through the Service. For example, Freelancers, Agencies, and Clients may wish to discuss Client needs and Freelancer work proposals. If you communicate with an Agency or Client, that Agency or Client will also be a “data controller” with respect to such communications.
                                                    Community Forums
                                                    We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.
                                                    The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                                    Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                                    To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                                    Testimonials
                                                    We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                                    Work Listings Through the Service
                                                    If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                                    Feedback
                                                    We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                                    Email to Friends and Referral Program
                                                    Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                                    Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                                    Social Networking Services
                                                    You may register for an account directly with our Site, or through a social networking service. If you register with a social networking service (or later link your account to one), we will collect certain information about you from that social networking service, and what we collect depends on your privacy settings with that social networking service. The Service may also allow you to “like” or share content with social networking services.
                                                    You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, Github and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                                    The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                                    You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                                    2. USE OF INFORMATION
                                                    We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                                    WE USE INFORMATION WE COLLECT:
                                                    • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
                                                    • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Rights section, below.
                                                    • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online.
                                                    • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
                                                    • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports.
                                                    • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users.
                                                    • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                                    We use your Personal Information for the purposes described above:
                                                    • To Honor Our Contractual Commitments to You. Much of our processing of Personal Information is to meet our contractual obligations to our investors, or to take steps at User’s request in anticipation of entering into a contract with them.
                                                    • For Our Legitimate Interests. In many cases, we handle Personal Information on the grounds that it furthers our legitimate interests in commercial activities, such as the following, in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals:
                                                      • Providing our Site and Service.
                                                      • Analyzing and improving our business.
                                                      • Communications, including marketing and responding to your inquiries about our services.
                                                      • Addressing information security needs and protecting our Users, Upwork, and others.
                                                      • Managing legal issues.
                                                    • To Comply with Legal Obligations. We need to use and disclose Personal Information in certain ways to comply with our legal obligations.
                                                    3. DATA RETENTION
                                                    Unless you request that we delete certain information (see Your Choices and Rights below), we retain the information we collect for at least 5 years. Your information may persist in copies made for backup and business continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure that we have accurate and up-to-date information about you.
                                                    4. INFORMATION SHARING AND DISCLOSURE
                                                    We may share information about you to provide the Services, for legal and investigative purposes, in connection with sweepstakes and promotions, or if we are part of a merger or acquisition. We may also share non-identifying information with third parties. You have choices as to whether we share your personal information with third parties for their own marketing purposes.
                                                    We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                                    • Information about Freelancers Shared with Clients, Agencies, and Upwork Payroll Vendors: We share information regarding Freelancers who have entered into a contract with a Client or who have elected to participate in Upwork Payroll, including information in Work Diaries and work history, with Clients, Agencies and Upwork Payroll vendors. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or submitted proposals for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to submit a proposal for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                                    • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract or agreed to use Upwork Payroll with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                                    • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                                    • What Happens If You Agree to Receive Information from Third Parties or Request that We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                                    • Legal and Investigative Purposes: Upwork will share information with government agencies as required by law in response to lawful requests by public authorities, including to meet national security or law enforcement requirements and, including without limitation, in connection with reporting earnings. We cooperate with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), or, at the request of governmental authorities or other third parties conducting an investigation where we determine in our sole discretion the disclosure is necessary to (a) protect the property and rights of Upwork or a third party, (b) protect the safety of the public or any person, or (c) prevent or stop activity we may consider to be, or pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users, and may do so in cooperation with third parties at our discretion.
                                                    • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., and any current or future subsidiaries or affiliates, primarily for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy.
                                                    • Sweepstakes, Contests, and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                                    5. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                                    We may work with advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to serve you advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.
                                                    Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising, click here (or if located in the European Union, click here). If you choose to opt out, please note you will continue to receive generic ads.
                                                    While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program.
                                                    6. YOUR CHOICES AND RIGHTS
                                                    You have certain choices regarding how we may communicate with you.
                                                    Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                                    All Users may request access to or correction of any Personal Information we have about them or delete their account and/or request deletion of all Personal Information we have about them. In certain jurisdictions, Users may have certain rights with regard to their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.
                                                    Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings / user settings, and then click on the close my account link).
                                                    Depending on where you are located, you may have certain rights with regard to your Personal Information (including, in certain cases, under the Privacy Shield, described below). If you are located in the European Economic Area (“EEA”), in addition to the rights described above, you may contact us at the contact information provided below to (1) request a restriction on the processing of your Personal Information, (2) object to the processing of your Personal Information, or (3) exercise other rights with respect to your Personal Information. Upwork uses automated means to calculate the Job Success Score of Freelancers. If you believe that our services have miscalculated your Job Success Score, please email us at gdpr-dsar@upwork.com for assistance. We may be able to assist you by conducting a manual review of your Job Success Score, such as by assessing whether the information you’ve provided us is accurate. While we strongly encourage you to first raise any questions or concerns about your Personal Information directly with us, you have a right to lodge a complaint with the relevant supervisory authority.
                                                    We will use commercially reasonable efforts to honor your requests for deletion; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes, to the extent permitted by law. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                                    7. SECURITY
                                                    We take a number of steps to protect your data, but no security is guaranteed.
                                                    Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (“TLS”). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (“SSL”). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your Personal Information, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                                    8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                                    Because we are a U.S. company, we process and store your information in the United States and our service providers may process and store it elsewhere.
                                                    Upwork is a U.S. company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing, and our service providers may process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.
                                                    When we transfer Personal Information from territories in the EEA or with similar laws to our affiliates or service providers in the United States and elsewhere outside the EEA, we rely on approved data transfer mechanisms, including standard contractual clauses approved by the European Commission and the Privacy Shield, as described below. You may request a copy of the standard contractual clauses relevant to your Personal Information, if any, using the contact information below.
                                                    9. PRIVACY SHIELD NOTICE
                                                    As a business subject to the investigatory and enforcement authority of the United States Federal Trade Commission, Upwork has certified that its U.S. operations adhere to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks (“Privacy Shield”) with respect to the Personal Information that Upwork receives in reliance on the Privacy Shield. Our Privacy Shield certification is available at https://www.privacyshield.gov/list. To learn more about the Privacy Shield program, please visit https://www.privacyshield.gov.
                                                    When Upwork receives Personal Information under the Privacy Shield and then transfers it to a third party service provider acting as an agent on Upwork’s behalf, Upwork may have certain responsibility under the Privacy Shield if both (i) the agent processes the information in a manner inconsistent with the Privacy Shield and (ii) Upwork is responsible for the event giving rise to the damage.
                                                    Covered European residents should contact Upwork at the contact information below regarding Upwork’s compliance with the Privacy Shield. Upwork will attempt to answer your questions and satisfy your concerns in a timely and complete manner as soon as possible. If, after discussing the matter with Upwork, your issue or complaint is not resolved, Upwork has agreed to participate in the Privacy Shield independent dispute resolution mechanisms listed below, free of charge to you. PLEASE CONTACT UPWORK FIRST.
                                                    For other Personal Information Upwork receives under the Privacy Shield, Upwork has committed to refer unresolved privacy complaints under the EU-U.S. and Swiss-U.S. Privacy Shield Principles to an independent dispute resolution mechanism, JAMS Privacy Shield Dispute Resolution, operated by JAMS. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit https://www.jamsadr.com/eu-us-privacy-shield for more information and to file a complaint.
                                                    If your complaint still is not resolved through these channels, under limited circumstances, an additional binding arbitration option may be available before a Privacy Shield panel, as described at privacyshield.gov. Every individual also has a right to lodge a complaint with the relevant supervisory authority.
                                                    10. LINKS TO OTHER SITES
                                                    Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                                    11. PUBLIC PROFILE
                                                    The profile you create on our Site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                                    12. PHISHING
                                                    Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                                    13. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                                    We allow you to choose whether we share your personal information with third parties for their own marketing purposes.
                                                    Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                                    If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please contact us using the contact information below.
                                                    You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                                    14. CHANGES TO THIS POLICY
                                                    We may change this Privacy Policy. If we make material changes, we will provide notice.
                                                    Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                                    15. CONTACTING US
                                                    If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.
                                                    Effective April 18, 2018   to  May 25, 2018
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                                                    Table of Contents


                                                      		 TRUSTe Privacy Certification
                                                      Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                                      By accessing or using the Service, you consent to the information collection, disclosure and use practices described in this Privacy Policy. Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                                      TABLE OF CONTENTS
                                                      1. Information Collection
                                                      2. Use and Retention of Information
                                                      3. Information Sharing and Disclosure
                                                      4. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                                      5. Your Choices and Opting Out
                                                      6. Changing Your Information or Closing Your Account
                                                      7. Security
                                                      8. International Transfers of Personal Information
                                                      9. Links to Other Sites
                                                      10. Public Profile
                                                      11. Phishing
                                                      12. California Residents – Your California Privacy Rights
                                                      13. Changes to this Policy
                                                      14. Contacting Us
                                                      1. INFORMATION COLLECTION
                                                      Users of the Service may be Clients (anyone utilizing the Upwork platform to request services to be performed by a Freelancer) or Freelancers (any company, individual user, or groups of associated individual users or companies utilizing the Upwork platform to offer services to Clients). Freelancers may also operate as an Agency (a legally recognized entity with the ability to hire and/or contract) with other Freelancers.
                                                      Information You Provide to Us
                                                      • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                                      • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                                      • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                                      • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                                      • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“ Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                                      Information Received from Third Parties
                                                      We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                                      Information Collected from Users Automatically
                                                      We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                                      The information we collect also includes the Internet Protocol (“ IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                                      The technology used to collect information automatically from Upwork Users may include the following:
                                                      • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You may be able to instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all functionality of the Service.
                                                      For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                                      • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                                      • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                                      In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                                      HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                                      Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                                      Work Diaries and Work View As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                                      We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                                      User Profiles You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                                      Community Forums The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“ Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                                      Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                                      To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                                      Testimonials We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                                      Work Listings Through the Service
                                                      If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                                      Feedback
                                                      We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                                      Email to Friends and Referral Program
                                                      Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                                      Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                                      Social Networking Services
                                                      You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, LinkedIn and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                                      The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                                      You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                                      2. USE AND RETENTION OF INFORMATION
                                                      We use information collected through the Service to provide and improve the Service, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as otherwise permitted with your consent.
                                                      WE USE INFORMATION WE COLLECT:
                                                      • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid and for compliance and internal business purposes;
                                                      • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Opting Out section, below;
                                                      • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online;
                                                      • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent;
                                                      • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports;
                                                      • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users; and
                                                      • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                                      UNLESS YOU REQUEST THAT WE DELETE CERTAIN INFORMATION (SEE CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT BELOW), WE RETAIN THE INFORMATION WE COLLECT FOR AT LEAST 5 YEARS AND MAY RETAIN THE INFORMATION FOR AS LONG AS NEEDED FOR OUR BUSINESS AND LEGAL PURPOSES.
                                                      3. INFORMATION SHARING AND DISCLOSURE
                                                      We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                                      • Information about Freelancers Shared with Clients and Agencies: We share information regarding Freelancers working on a Client project, including information in Work Diaries and work history, with Clients. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or applied for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to apply for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                                      • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                                      • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                                      • What Happens If You Agree to Receive Information From Third Parties or Request That We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                                      • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., subsidiaries, and affiliates, primarily for business and operational purposes. We may sell, transfer or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy. You will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.
                                                      • Sweepstakes, Contests and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                                      4. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                                      Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us.
                                                      While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“ NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program. You may also opt-out by clicking here (or if located in the European Union click here). Please note that opting out through these mechanisms does not opt you out of being served advertising, and you will continue to receive generic ads while online.
                                                      5. YOUR CHOICES AND OPTING OUT
                                                      Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                                      6. CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT
                                                      Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings/ user settings, and then click on the close my account link). We will use commercially reasonable efforts to honor your request; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally or for our administrative purposes. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                                      7. SECURITY
                                                      Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (TLS). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (SSL). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your personal data, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                                      8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                                      Upwork is a United States company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing. The U.S. may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the U.S., we will protect it as described in this Privacy Policy. By visiting the Service, or providing Upwork with any information, you fully understand and unambiguously consent to this transfer, processing and storage of your information in the United States.
                                                      Upwork protects personally identifiable information from residents of the European Union, other European Economic Area countries, and Switzerland in accordance with applicable law (including, as applicable, reliance upon your consent and EU-approved standard contract clauses).
                                                      Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                                      10. PUBLIC PROFILE
                                                      The profile you create on our site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                                      11. PHISHING
                                                      Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                                      12. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                                      Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                                      If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please send your request to the following email address: legal@upwork.com or write to us at the following mailing address:
                                                      Upwork
                                                      Attn: Legal
                                                      441 Logue Ave.
                                                      Mountain View, CA 94043
                                                      You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                                      13. CHANGES TO THIS POLICY
                                                      Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                                      14. CONTACTING US
                                                      If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com; or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.

                                                      Effective March 2, 2018   to  April 18, 2018
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                                                      Table of Contents


                                                        		 TRUSTe Privacy Certification
                                                        Upwork Global Inc. (“Upwork”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use and disclosure of information through www.upwork.com (the “Site”), and any other websites, features, applications, widgets or online services that are owned or controlled by Upwork and that post a link to this Privacy Policy (together with the Site, the “Service”), as well as any information Upwork collects offline in connection with the Service. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. Note that we combine the information we collect from you from the Site, through the Service generally, or offline.
                                                        By accessing or using the Service, you consent to the information collection, disclosure and use practices described in this Privacy Policy. Please note that certain features or services referenced in this Privacy Policy may not be offered on the Service at all times. Please also review our Terms of Service, which governs your use of the Service, and which is accessible at /legal/terms/.
                                                        TABLE OF CONTENTS
                                                        1. Information Collection
                                                        2. Use and Retention of Information
                                                        3. Information Sharing and Disclosure
                                                        4. Third Party Analytics Providers, Ad Servers and Similar Third Parties
                                                        5. Your Choices and Opting Out
                                                        6. Changing Your Information or Closing Your Account
                                                        7. Security
                                                        8. International Transfers of Personal Information
                                                        9. Links to Other Sites
                                                        10. Public Profile
                                                        11. Phishing
                                                        12. California Residents – Your California Privacy Rights
                                                        13. Changes to this Policy
                                                        14. Contacting Us
                                                        1. INFORMATION COLLECTION
                                                        Users of the Service may be Clients (anyone utilizing the Upwork platform to request services to be performed by a Freelancer) or Freelancers (any company, individual user, or groups of associated individual users or companies utilizing the Upwork platform to offer services to Clients). Freelancers may also operate as an Agency (a legally recognized entity with the ability to hire and/or contract) with other Freelancers.
                                                        Information You Provide to Us
                                                        • Personal Information: In the course of using the Service (whether as a Client or Freelancer), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, and phone number.
                                                        • Payment Information: If you use the Service to make or receive payments, we will also collect certain payment information, such as credit card, PayPal or other financial account information, and billing address.
                                                        • Identity Verification: We may collect Personal Information, such as your date of birth or taxpayer identification number, to validate your identity or as may be required by law, such as to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification or photo or a billing statement.
                                                        • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than age 18 and believe that Upwork has collected Personal Information from your child, please contact us at: legal@upwork.com.
                                                        • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“ Non-Identifying Information”). We may aggregate information collected from Upwork registered and non-registered users (“Upwork Users”). We consider usernames to be Non-Identifying Information. Usernames are made public through the Service and are viewable by other Upwork Users.
                                                        In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into a code. The code does not identify you directly, but it may be used to connect your activity and interests.
                                                        • Combination of Personal and Non-Identifying Information: Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but Upwork will treat the combined information as Personal Information.
                                                        • Collection of the Third Party Personal Information: We collect the following personal information from you about your contacts or friends: First, last name and email address when you provide it to us for the purpose of adding your contacts to a message room.
                                                        Information Received from Third Parties
                                                        We also may receive information about you from third parties. For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement or at your request (such as if you choose to sign in with a third-party service). If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.
                                                        Information Collected from Users Automatically
                                                        We and our third party service providers, including analytics and third party content providers, may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, the browser and operating system you are using, the URL or advertisement that referred you to the Service, the search terms you entered into a search engine that led you to the Service, areas within the Service that you visited, and other information commonly shared when browsers communicate with websites. We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, and site functionality.
                                                        The information we collect also includes the Internet Protocol (“ IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third party service providers with information regarding the physical location of the device used to access the Service.
                                                        The technology used to collect information automatically from Upwork Users may include the following:
                                                        • Cookies: Like many websites, we and our marketing partners, affiliates, analytics, and service providers use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use both persistent cookies that remain on your computer or similar device (such as to save your registration ID and login password for future logins to the Service and to track your compliance with the Upwork Terms of Service) and session ID cookies, which expire at the end of your browser session (for example, to enable certain features of the Service, to better understand how Upwork Users interact with the Service and to monitor aggregate usage by Upwork Users and web traffic routing on the Service). You may be able to instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all functionality of the Service.
                                                        For further information on cookies and how they are used for the Service, please visit our Cookie Policy at /legal/cookie-policy/.
                                                        • Web Beacons: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as “web beacons” and/or “tracking tags” to help us keep track of what content on our Service is effective and to serve relevant advertising to you. Web beacons are small graphics with a unique identifier that may be invisible to you, and which are used to track the online activity of Internet users. Web beacons are embedded in the web pages you review or email messages you receive. Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to our Service, to monitor how Upwork Users navigate the Service, to count how many emails that were sent were actually opened, or to count how many particular articles or links were actually viewed.
                                                        • Embedded Scripts: We and our marketing partners, affiliates, analytics, and service providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code that is designed to collect information about your interactions with the Service, such as the links you click on. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.
                                                        In addition, we and our marketing partners, affiliates, analytics, and service providers may use a variety of other technologies (such as tags) that collect similar information for security and fraud detection purposes and we may use third parties to perform these services on our behalf.
                                                        HOW WE RESPOND TO DO NOT TRACK SIGNALS
                                                        Please note that your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites and online service you visit. There is no consensus among industry participants as to what “Do Not Track” means in this context. Like many websites and online services, Upwork does not alter its practices when it receives a “Do Not Track” signal from a visitor’s browser. To find out more about “Do Not Track,” please visit http://www.allaboutdnt.com.
                                                        Work Diaries and Work View As part of the Service, we collect information about a Freelancer’s work on a project for a Client. This feature is known as Work Diary. Work Diaries include information provided by the Freelancer, such as a memo, as well as automatically gathered information about work on a project, such as number of mouseclicks and keyboard strokes and regularly taken screenshots (which may include a webcam picture of you if you have not disabled this feature in your settings). In order to use Work Diaries, you must download and install the Team App software from www.upwork.com.
                                                        We will share information contained in Work Diaries with the relevant Client and with any manager or administrator of any applicable Freelancer Agency. We inform Freelancers each time we capture information for Work Diary. As set forth in our Terms of Service, End User License Agreement, and help pages on the Site, a Freelancer may choose to block or delete the screen shot and associated data for a recorded work interval, but then the Freelancer may not be paid for that work interval. Upwork may use general information from Work Diaries for statistical analysis, product development, marketing and research.
                                                        User Profiles You may have the opportunity to create a profile, which consists of information about you, and may include Personal Information, photographs, examples of your work, information on work previously performed via the Service and outside the Service, skills, tests taken, test scores, hourly pay rates, feedback/rating information and other information, including your username (“Profile”). The information in your Profile may be visible to all Upwork Users and the general public subject to the privacy choices you make within your Upwork Profile. You may edit certain information in your Profile via your account and may choose to limit who is able to view certain content you post to your Profile. Clients and Agencies of associated individual users or companies may also have the opportunity to create an organization Profile. If, in any case, you believe that an unauthorized profile has been created about you, you can request for it to be removed by contacting us at https://support.upwork.com.
                                                        Community Forums The Service may provide you the opportunity to participate and post content publicly in forums, on blogs, through interactive features Upwork and through other communication functionality (“ Community Forums”). You may choose, through such features or otherwise, to submit or post questions, comments, or other content (collectively, “User Forum Content”). Please note that certain information, such as your name and Profile may be publicly displayed on the Service along with your User Forum Content. Please note that your use of Community Forums is subject to the Upwork Forum Rules and our Terms of Service.
                                                        Note that anything you post to a Community Forum is public — others will have access to your User Forum Content and may use it or share it with third parties. If you choose to voluntarily disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile, that information will be considered public information and the protections of this Privacy Policy will not apply.
                                                        To request removal of your personal information from our blog or community forum, contact us at https://support.upwork.com. In some cases, we may not be able to remove your Personal Information, in which case we will let you know if we are unable to do so and why.
                                                        Testimonials We display personal testimonials of satisfied customers on our Service, in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at https://support.upwork.com.
                                                        Work Listings Through the Service
                                                        If you choose to post a work listing via the Service as a Client, the contents of such listing will be viewable publicly, unless you designate the listing as only viewable through the Service or as private using the settings available on the applicable website. Work listings include information such as budget, location, history of work listing(s) by the Client, the names of other Freelancers performing work for the Client, Client feedback and rating information and timing of project performance.
                                                        Feedback
                                                        We collect feedback from Upwork Users about their experience with other Upwork Users of our Service. Please note that any feedback you provide via the Service or feedback provided about you is publicly viewable via the Service. On very rare occasions, we may remove feedback pursuant to the relevant provisions of our Terms of Service, including the Terms of Use.
                                                        Email to Friends and Referral Program
                                                        Upwork lets you send project postings to friends via email. Upwork also offers the ability to send friends emails about providing or purchasing services through the Service. If you choose to use either feature, your friend’s email address will be used to send the requested posting and your email address will be used to copy you on the message to your friend or to send the message on your behalf. Upwork stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program.
                                                        Your friend may contact us at support.upwork.com to request that we remove this information from our database.
                                                        Social Networking Services
                                                        You may register to join the Service directly via the Service or by logging into your account with a third party social networking service (“SNS”) via our Service (e.g., Facebook, LinkedIn and other third party services that let you sign in using your existing credentials with those services). If you choose to register via an SNS, or to later link your account with the Service to your account with an SNS, we will use the Personal Information you have provided to the SNS (such as your name, email address, gender and other information you make publicly available via the SNS) to create your account. Note that the information we collect from and through an SNS may depend on the privacy settings you have set with the SNS and the permissions you grant to us in connection with linking your account with the Service to your account with an SNS. Other than what we may share with the SNS as described below, the Personal Information an SNS has about you is obtained by the SNS independent of our Service, and Upwork is not responsible for it.
                                                        The Upwork Service also may permit additional interactions between it and a third party website, service, or other content provider, such as enabling you to “like” or share content to a third party SNS. If you choose to “like” or share content, or to otherwise share information from or via our Service with a third party site or service, that information may be publicly displayed, and the third party may have access to information about you and your use of our Service (and we may have access to information about you from that third party). These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the feature to function properly. Your interactions with third parties through an SNS or similar features are governed by the respective privacy policies of those third parties.
                                                        You represent that you are entitled to use your SNS account for the purposes described herein without breach by you of any of the terms and conditions that govern the SNS, and without obligating Upwork to pay any fees or making Upwork subject to any usage limitations imposed by such SNS. You can disable the link between your Upwork account and your SNS account at any time though the “Settings” section of our Service. Please note that your relationship with any SNS is governed solely by your agreement(s) with such SNS. If your SNS account terminates, then functions enabled through the link between your Upwork account and your SNS account will terminate as well.
                                                        2. USE AND RETENTION OF INFORMATION
                                                        WE USE INFORMATION WE COLLECT:
                                                        • To provide and improve the Service, complete your transactions, and address your inquiries, process your registration, verify the information you provide is valid and for compliance and internal business purposes;
                                                        • To contact you with administrative communications and Upwork newsletters, marketing or promotional materials (on behalf of Upwork or third parties) and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the instructions in the Your Choices and Opting Out section, below;
                                                        • To tailor content we display to you and offers we may present to you, both on the Service and elsewhere online;
                                                        • To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent;
                                                        • To assess your proposal to perform a freelance project for Upwork and prepare related governmental and internal statistics reports;
                                                        • To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of Upwork or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, illegal, fraudulent, unethical or legally actionable activity. We may also use Device Identifiers to identify Upwork Users; and
                                                        • For the purposes disclosed at the time you provide your information, with your consent, and as further described in this Privacy Policy.
                                                        UNLESS YOU REQUEST THAT WE DELETE CERTAIN INFORMATION (SEE CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT BELOW), WE RETAIN THE INFORMATION WE COLLECT FOR AT LEAST 5 YEARS AND MAY RETAIN THE INFORMATION FOR AS LONG AS NEEDED FOR OUR BUSINESS AND LEGAL PURPOSES.
                                                        3. INFORMATION SHARING AND DISCLOSURE
                                                        We may share aggregated Non-Identifying Information and we may otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for those third parties’ marketing purposes unless we first provide you with the opportunity to opt-in to or opt-out of such sharing. We may also share the information we have collected about you, including Personal Information, as disclosed at the time you provide your information, with your consent, as otherwise described in this Privacy Policy, or in the following circumstances:
                                                        • Information about Freelancers Shared with Clients and Agencies: We share information regarding Freelancers working on a Client project, including information in Work Diaries and work history, with Clients. Note that if a Freelancer is suspended from the Upwork Service, we may share that information with Clients for whom that Freelancer has worked or applied for work. We may also share information with Agencies to whom Freelancers are associated for a particular work project. If you choose to apply for work as a Freelancer via the Service, we will share information relevant to your application with the applicable Client(s), including, but not limited to, the information contained in your Freelancer Profile.
                                                        • Information about Clients and Agencies Shared with Freelancers: If you have entered into a service contract with another user, we may provide him/her with your name, company address, billing address, or tax ID or VAT number in order to complete the transaction or to facilitate the resolution of a claim or dispute. The user receiving your information is not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.
                                                        • Service Providers: We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., without limitation, maintenance services, database management, web analytics and online advertising, payment processing, fraud detection and improvement of Upwork’s features) or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information in order to perform these tasks on our behalf.
                                                        • What Happens If You Agree to Receive Information From Third Parties or Request That We Share Your Information: You may be presented with an opportunity to receive information and/or marketing offers from one or more third parties. If you agree at that time to have your Personal Information shared, your Personal Information will be disclosed to that third party (or parties) and will be subject to the privacy policy and practices of that third party. We are not responsible for the privacy policies and practices of third parties, and, if you later decide that you no longer want to receive communications from a third party, you will need to contact that third party directly. You also may request, sometimes through your use of an SNS or similar interactive feature or third party application, that we share information about you with a third party and we will typically do so under those circumstances.
                                                        • Internal and Business Transfers: Upwork may share information, including Personal Information, with its parent company Upwork Inc., subsidiaries, and affiliates, primarily for business and operational purposes. We may sell, transfer or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets (including, in each case, as part of the due-diligence process with any potential acquiring entity) or in the event of bankruptcy. You will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.
                                                        • Sweepstakes, Contests and Promotions: We may offer sweepstakes, contests, and other promotions (any, a “Promotion”) that may require registration. By participating in a Promotion, you are agreeing to the official rules that govern that Promotion, which may contain specific requirements of you, including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness or other indicia of persona in advertising or marketing associated with the Promotion. If you choose to enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with the administration of such Promotion, including, without limitation, in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.
                                                        4. THIRD PARTY ANALYTICS PROVIDERS, AD SERVERS AND SIMILAR THIRD PARTIES
                                                        Upwork works with (or may in the future work with) network advertisers, ad agencies, analytics service providers and other vendors to provide us with information regarding traffic on the Service, including pages viewed and the actions taken when visiting the Service; to serve our advertisements on other web sites, within mobile apps and elsewhere online; and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our service providers may collect certain information about your visits to and activity on the Service as well as other websites or services, they may set and access their own tracking technologies on your device (including cookies and web beacons), and may use that information to show you targeted advertisements. Some of these parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us.
                                                        While we may use a variety of service providers to perform advertising services, some of these companies are members of the Network Advertising Initiative (“ NAI”) or the Digital Advertising Alliance (“DAA”) Self-Regulatory Program for Online Behavioral Advertising. You may want to visit http://www.networkadvertising.org/managing/opt_out.asp, which provides information regarding targeted advertising and the “opt-out” procedures of NAI members. You may also want to visit or http://www.aboutads.info/choices/, which provides information regarding targeted advertising and offers an “opt-out” by participating companies in the DAA Self-Regulatory Program. You may also opt-out by clicking here (or if located in the European Union click here). Please note that opting out through these mechanisms does not opt you out of being served advertising, and you will continue to receive generic ads while online.
                                                        5. YOUR CHOICES AND OPTING OUT
                                                        Registered Upwork Users may update their choices regarding the types of communications you receive from us through your online account. You also may opt-out of receiving marketing emails from us by following the opt-out instructions provided in those emails. Please note that we reserve the right to send you certain communications relating to your account or use of the Service (for example, administrative and service announcements) via email and other means and these transactional account messages may be unaffected if you opt-out from receiving marketing communications. You may opt-out of receiving text messages by replying “STOP” to any text message received. Registered Upwork Users who access the Service by using an Upwork mobile application may, with permission, receive push notifications. Similarly, registered Upwork Users who access the Service by using certain desktop browsers may, with permission, receive push notifications. Notification preferences can be modified in the settings menu for the mobile application or the applicable browser.
                                                        6. CHANGING YOUR INFORMATION OR CLOSING YOUR ACCOUNT
                                                        Upon request Upwork will provide you with information about whether we hold any of your personal information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or request deletion of your personal information by making updates to that information or by contacting Upwork through your online account. If you request to access all personal information you’ve submitted, we will respond to your request to access within 30 days. If you completely delete all such information, then your account may become deactivated. If your account is deactivated or you ask to close your account, you will no longer be able to use the Service. If you would like us to delete your account in our system, you can do so through the Upwork Service (once you logged in, visit settings/ user settings, and then click on the close my account link). We will use commercially reasonable efforts to honor your request; however, certain information will actively persist on the Service even if you close your account, including information in your Work Diaries and messages you posted to the Service. In addition, your Personal Information may remain in our archives and information you update or delete, or information within a closed account, may persist internally or for our administrative purposes. It is not always possible to completely remove or delete information from our databases. In addition, we typically will not remove information you posted publicly through or on the Service. Bear in mind that neither you nor Upwork can delete all copies of information that has been previously shared with others on the Service.
                                                        7. SECURITY
                                                        Upwork takes commercially reasonable steps to help protect and secure the information it collects and stores about Upwork Users. All access to the Site is encrypted using industry-standard transport layer security technology (TLS). When you enter sensitive information (such as tax identification number), we encrypt the transmission of that information using secure socket layer technology (SSL). We also use HTTP strict transport security to add an additional layer of protection for our Upwork Users. But remember that no method of transmission over the Internet, or method of electronic storage, is 100% secure. Thus, while we strive to protect your personal data, Upwork cannot ensure and does not warrant the security of any information you transmit to us.
                                                        8. INTERNATIONAL TRANSFER OF PERSONAL INFORMATION
                                                        Upwork is a United States company. If you are located outside the United States and choose to provide information to us, Upwork transfers Personal Information to the United States for processing. The U.S. may not have the same data protection laws as the country in which you initially provided the information. When we transfer your information to the U.S., we will protect it as described in this Privacy Policy. By visiting the Service, or providing Upwork with any information, you fully understand and unambiguously consent to this transfer, processing and storage of your information in the United States.
                                                        Upwork protects personally identifiable information from residents of the European Union, other European Economic Area countries, and Switzerland in accordance with applicable law (including, as applicable, reliance upon your consent and EU-approved standard contract clauses).
                                                        Our Service contains links to other websites. If you choose to click on a third party link, you will be directed to that third party’s website. The fact that we link to a website is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.
                                                        10. PUBLIC PROFILE
                                                        The profile you create on our site will be publicly accessible unless otherwise indicated. You may change the privacy settings of your profile through your account portal.
                                                        11. PHISHING
                                                        Phishing websites imitate legitimate websites in order to obtain personal or financial information. Identity theft and the practice currently known as “phishing” are of great concern to Upwork. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be Upwork, please report it at https://support.upwork.com.
                                                        12. CALIFORNIA RESIDENTS – YOUR CALIFORNIA PRIVACY RIGHTS
                                                        Pursuant to California Civil Code Section 1798.83, California residents who provide us with personal information in obtaining products or services for personal, family, or household use are entitled to request and obtain from us, one time per calendar year, information about the customer information we shared, if any, with other businesses for their own direct marketing uses. Alternatively, the law provides that a company may comply, as Upwork does, by disclosing in its privacy policy that it provides consumers choice (opt-in or opt-out) regarding sharing Personal Information with third parties for those third parties’ direct marketing purposes, and information on how to exercise that choice. As stated above in this Privacy Policy, Upwork provides you choice prior to sharing your personal information with third parties for their direct marketing purposes. If you do not opt-in or if you choose to opt-out at the time Upwork offers that choice, Upwork does not share your information with that identified third party for its direct marketing purposes.
                                                        If you are a California resident and you have questions about our practices with respect to sharing information with third parties for their direct marketing purposes and your ability to exercise choice, please send your request to the following email address: legal@upwork.com or write to us at the following mailing address:
                                                        Upwork
                                                        Attn: Legal
                                                        441 Logue Ave.
                                                        Mountain View, CA 94043
                                                        You must put the statement “Your California Privacy Rights” in the subject field of your email or include it in your writing if you choose to write to us at the designated mailing address. You must include your name, street address, city, state, and ZIP code. We will respond to you at your mailing address or, at our option, your email address. We are not responsible for notices that are not labeled or sent properly, or do not have complete information.
                                                        13. CHANGES TO THIS POLICY
                                                        Upwork may update this Privacy Policy at any time and any changes will be effective upon posting. In the event that there are material changes to the way we treat your Personal Information, we will display a notice through the Services prior to the change becoming effective. We may also notify you by email, in our discretion. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect at the time you submitted the information, unless you consent to the new or revised policy.
                                                        14. CONTACTING US
                                                        If you have any questions about this Privacy Policy, please contact us at https://support.upwork.com; or by mail addressed to Upwork, Attn: Legal, 441 Logue Ave., Mountain View, CA 94043.

                                                        Upwork Payroll Agreement

                                                        Effective November 1, 2018
                                                        Download

                                                        Table of Contents

                                                          If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.
                                                          This Agreement is a binding legal agreement by and between Client ( “Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.
                                                          1. UPWORK PAYROLL STAFFING PROVIDER
                                                          When a Client uses Upwork Payroll, which is described on the Site here ( “Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.
                                                          Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.
                                                          2. INTERNATIONAL PAYROLL SERVICES
                                                          Upwork Payroll is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting upworkpayroll@upwork.com.
                                                          3. HIRING PROCESS
                                                          As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.
                                                          4. HIRING DECISIONS; LIMITATIONS ON HIRING
                                                          Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Upwork.
                                                          The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.
                                                          5. DISCLAIMER OF LIABILITY FOR UPWORK
                                                          Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.
                                                          6. UPWORK PAYROLL SERVICES
                                                          The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.
                                                          7. WORK ENVIRONMENT
                                                          Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.
                                                          8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
                                                          Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.
                                                          If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.
                                                          Client will inform Staffing Provider through Upwork (at upworkpayroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.
                                                          If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
                                                          Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.
                                                          9. COMPLIANCE WITH LEGAL REQUIREMENTS
                                                          With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.
                                                          Client will immediately inform Staffing Provider through Upwork (at upworkpayroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.
                                                          All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.
                                                          10. PAYING PAYROLL EMPLOYEES
                                                          10.1 General Payment Obligations
                                                          Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
                                                          You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.
                                                          10.2 Client Bill Rate; Payroll Employee Pay Rate
                                                          The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The Client will pay Upwork’s service fees for the use of the platform and the use of Upwork Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no Upwork fees paid by Freelancers for engagements using Upwork Payroll.
                                                          To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on Upwork must be at least the minimum wage in the location where the Payroll Employee works.
                                                          In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email upworkpayroll@upwork.com.
                                                          10.3 Funding and Making Payments
                                                          Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                                                          The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Upwork or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.
                                                          11. REQUIRED NOTIFICATIONS
                                                          Client can provide notices required under this Agreement to upworkpayroll@upwork.com.
                                                          Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.
                                                          Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.
                                                          Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to upworkpayroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.
                                                          Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).
                                                          12. INDEMNIFICATION
                                                          In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.
                                                          13. CHANGE OF STAFFING PROVIDER
                                                          Upwork may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.
                                                          14. TERMINATION OF UPWORK PAYROLL
                                                          Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.
                                                          Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.
                                                          Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.
                                                          15. GENERAL PROVISIONS
                                                          15.1 Governing Law
                                                          This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                                                          15.2 Severability
                                                          If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
                                                          15.3 No Assignment
                                                          This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
                                                          15.4 Waiver
                                                          Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
                                                          15.5 Execution and Delivery; Binding Effect
                                                          The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
                                                          16. CONTACTING US
                                                          If you have any questions, or need assistance, please contact upworkpayroll@upwork.com.
                                                          Effective September 1, 2016   to  November 1, 2018
                                                          Download

                                                          Table of Contents

                                                            If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.
                                                            This Agreement is a binding legal agreement by and between Client ( “Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.
                                                            1. UPWORK PAYROLL STAFFING PROVIDER
                                                            When a Client uses Upwork Payroll, which is described on the Site here ( “Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.
                                                            Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.
                                                            2. INTERNATIONAL PAYROLL SERVICES
                                                            Upwork Payroll is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting payroll@upwork.com.
                                                            3. HIRING PROCESS
                                                            As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.
                                                            4. HIRING DECISIONS; LIMITATIONS ON HIRING
                                                            Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Upwork.
                                                            The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.
                                                            5. DISCLAIMER OF LIABILITY FOR UPWORK
                                                            Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.
                                                            6. UPWORK PAYROLL SERVICES
                                                            The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.
                                                            7. WORK ENVIRONMENT
                                                            Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.
                                                            8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
                                                            Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.
                                                            If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.
                                                            Client will inform Staffing Provider through Upwork (at payroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.
                                                            If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
                                                            Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.
                                                            9. COMPLIANCE WITH LEGAL REQUIREMENTS
                                                            With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.
                                                            Client will immediately inform Staffing Provider through Upwork (at payroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.
                                                            All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.
                                                            10. PAYING PAYROLL EMPLOYEES

                                                            10.1 General Payment Obligations
                                                            Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
                                                            You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.
                                                            10.2 Client Bill Rate; Payroll Employee Pay Rate
                                                            The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The Client will pay Upwork’s service fees for the use of the platform and the use of Upwork Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 23% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.25. All fees are paid by the Client, and there are no Upwork fees paid by Freelancers for engagements using Upwork Payroll.
                                                            To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on Upwork must be at least the minimum wage in the location where the Payroll Employee works.
                                                            In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email payroll@upwork.com.
                                                            10.3 Funding and Making Payments
                                                            Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                                                            The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Upwork or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.
                                                            11. REQUIRED NOTIFICATIONS
                                                            Client can provide notices required under this Agreement to payroll@upwork.com.
                                                            Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.
                                                            Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.
                                                            Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to payroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.
                                                            Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).
                                                            12. INDEMNIFICATION
                                                            In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.
                                                            13. CHANGE OF STAFFING PROVIDER
                                                            Upwork may enter into a contract with a new provider or multiple providers to act as the employer of Payroll Employees (“New Company”) and may end or change contracts with existing providers. If requested as a result of such changes, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.
                                                            14. TERMINATION OF UPWORK PAYROLL
                                                            Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.
                                                            Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.
                                                            Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.
                                                            15. GENERAL PROVISIONS

                                                            15.1 Governing Law
                                                            This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                                                            15.2 Severability
                                                            If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
                                                            15.3 No Assignment
                                                            This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
                                                            15.4 Waiver
                                                            Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
                                                            15.5 Execution and Delivery; Binding Effect
                                                            The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
                                                            16. CONTACTING US
                                                            If you have any questions, or need assistance, please contact payroll@upwork.com.

                                                            Effective April 1, 2016   to  March 22, 2018
                                                            Download

                                                            Table of Contents

                                                              If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.
                                                              This Agreement is a binding legal agreement by and between Client ( “Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.
                                                              1. UPWORK PAYROLL STAFFING PROVIDER
                                                              When a Client uses Upwork Payroll, which is described on the Site here ( “Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.
                                                              Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.
                                                              2. INTERNATIONAL PAYROLL SERVICES
                                                              Upwork Payroll is currently only available for Freelancers who will work in the United States. Requests regarding international employment and associated fees can be addressed on a case-by-case basis by contacting payroll@upwork.com.
                                                              3. HIRING PROCESS
                                                              As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for each Freelancer’s services through the Site unless Client pays the Opt-Out Fee.
                                                              4. HIRING DECISIONS; LIMITATIONS ON HIRING
                                                              Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage or end the engagement of the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer information posted or provided by Upwork.
                                                              The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.
                                                              5. DISCLAIMER OF LIABILITY FOR UPWORK
                                                              Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.
                                                              6. UPWORK PAYROLL SERVICES
                                                              The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.
                                                              7. WORK ENVIRONMENT
                                                              Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.
                                                              8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
                                                              Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.
                                                              If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.
                                                              Client will inform Staffing Provider through Upwork (at payroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.
                                                              If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
                                                              Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.
                                                              9. COMPLIANCE WITH LEGAL REQUIREMENTS
                                                              With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.
                                                              Client will immediately inform Staffing Provider through Upwork (at payroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.
                                                              All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.
                                                              10. PAYING PAYROLL EMPLOYEES

                                                              10.1 General Payment Obligations
                                                              Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
                                                              You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork. Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client.
                                                              10.2 Client Bill Rate; Payroll Employee Pay Rate
                                                              The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The Client will pay Upwork’s service fees for the use of the platform and the use of Upwork Payroll (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 21% of the Bill Rate. For example, if the Client Bill Rate is $25.00 per hour, the Payroll Employee’s Pay Rate would be $19.75. All fees are paid by the Client, and there are no Upwork fees paid by Freelancers for engagements using Upwork Payroll.
                                                              To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on Upwork must be at least the minimum wage in the location where the Payroll Employee works.
                                                              In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). For more information on these Additional Costs, please email payroll@upwork.com.
                                                              10.3 Funding and Making Payments
                                                              Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                                                              The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such other time as communicated by Upwork or Staffing Provider in writing. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.
                                                              11. REQUIRED NOTIFICATIONS
                                                              Client can provide notices required under this Agreement to payroll@upwork.com.
                                                              Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.
                                                              Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.
                                                              Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to payroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.
                                                              Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).
                                                              12. INDEMNIFICATION
                                                              In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.
                                                              13. CHANGE OF STAFFING PROVIDER
                                                              A new third-party company may be designated to act as the employer of Payroll Employees (“New Company”) at any time in Upwork’s sole discretion. Upon such designation, or at any other time as directed by Upwork, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.
                                                              14. TERMINATION OF UPWORK PAYROLL
                                                              Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease. Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.
                                                              Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.
                                                              Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.
                                                              15. GENERAL PROVISIONS

                                                              15.1 Governing Law
                                                              This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Clients located in the United States and its territories agree that any Claim between Client and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                                                              15.2 Severability
                                                              If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
                                                              15.3 No Assignment
                                                              This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
                                                              15.4 Waiver
                                                              Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
                                                              15.5 Execution and Delivery; Binding Effect
                                                              The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
                                                              16. CONTACTING US
                                                              If you have any questions, or need assistance, please contact payroll@upwork.com.

                                                              Effective March 16, 2016   to  March 22, 2018
                                                              Download

                                                              Table of Contents

                                                                If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.
                                                                This Agreement is a binding legal agreement by and between Client ( “Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.
                                                                1. UPWORK PAYROLL STAFFING PROVIDER
                                                                When a Client uses Upwork Payroll, which is described on the Site here ( “Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.
                                                                Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.
                                                                2. INTERNATIONAL PAYROLL SERVICES
                                                                Upwork Payroll is currently only available for Freelancers who will work in the United States or Canada.Requests regarding international employment can be addressed on a case-by-case basis by contacting payroll@upwork.com.
                                                                3. HIRING PROCESS
                                                                As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for Freelancer’s services through the Site unless Client pays the Opt-Out Fee.
                                                                4. HIRING DECISIONS; LIMITATIONS ON HIRING
                                                                Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer Information posted or provided by Upwork.
                                                                The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.
                                                                5. DISCLAIMER OF LIABILITY FOR UPWORK
                                                                Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.
                                                                6. UPWORK PAYROLL SERVICES
                                                                The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.
                                                                7. WORK ENVIRONMENT
                                                                Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.
                                                                8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
                                                                Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.
                                                                If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.
                                                                Client will inform Staffing Provider through Upwork (at payroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.
                                                                If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
                                                                Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.
                                                                9. COMPLIANCE WITH LEGAL REQUIREMENTS
                                                                With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.
                                                                Client will immediately inform Staffing Provider through Upwork (at payroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.
                                                                All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting the time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.
                                                                10. PAYING PAYROLL EMPLOYEES

                                                                10.1 General Payment Obligations
                                                                Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
                                                                You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork.Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if a Payroll Employee reports having worked more than the number of hours authorized by Client.
                                                                10.2 Client Bill Rate; Payroll Employee Pay Rate
                                                                The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The client pays Upwork’s normal 10% Service Fee for using the Site. In addition, Client will pay employer taxes, Upwork’s fees for Upwork Payroll, and the Staffing Provider’s fees (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 11% of the Bill Rate. As an example, if the Client’s Bill Rate is $25.00 per hour, then the Service Fee would be $2.50 (10% of $25.00) per hour, the Payroll Service Fees would be $2.75 (10% of $25.00) per hour, and the Payroll Employee’s Pay Rate would be $19.75 per hour.
                                                                To use Upwork Payroll, Client acknowledges and agrees that the Pay Rate on Upwork must be at least the minimum wage in the location where the Payroll Employee works.
                                                                In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). In addition, the Payroll Service Fee may be increased before employment begins for international Upwork Payroll Services. For more information on these Additional Costs in the location of the Freelancer, please email payroll@upwork.com.
                                                                10.3 Funding and Making Payments
                                                                Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                                                                The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such later time as communicated by Upwork or Staffing Provider. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.
                                                                11. REQUIRED NOTIFICATIONS
                                                                Client can provide notices required under this Agreement to payroll@upwork.com.
                                                                Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.
                                                                Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.
                                                                Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to payroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.
                                                                Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).
                                                                12. INDEMNIFICATION
                                                                In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.
                                                                13. CHANGE OF STAFFING PROVIDER
                                                                A new third-party company may be designated to act as the employer of Payroll Employees (“New Company”), at any time in Upwork’s sole discretion. Upon such designation, or at any other time as directed by Upwork, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.
                                                                14. TERMINATION OF UPWORK PAYROLL
                                                                Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease.Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.
                                                                Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.
                                                                Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.
                                                                15. GENERAL PROVISIONS

                                                                15.1 Governing Law
                                                                This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). You agree that any Claim between you and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                                                                15.2 Severability
                                                                If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
                                                                15.3 No Assignment
                                                                This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
                                                                15.4 Waiver
                                                                Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
                                                                15.5 Execution and Delivery; Binding Effect
                                                                The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
                                                                16. CONTACTING US
                                                                If you have any questions, or need assistance, please contact payroll@upwork.com.

                                                                Effective September 6, 2015   to  March 22, 2018
                                                                Download

                                                                Table of Contents

                                                                  If a Client signs up to use Upwork Payroll, this Upwork Payroll Agreement (this “Agreement”) applies to Client. Your use of the Site after the effective date will signify your acceptance of and agreement to this Agreement. Please refer to the Terms of Service for the complete terms governing your usage of the Site and Site Services. Capitalized terms not defined in this Agreement have the meanings in the Terms of Services.
                                                                  This Agreement is a binding legal agreement by and between Client ( “Client” and “you”) and Upwork Global Inc. (“Upwork” or “we”) and supersedes and replaces all prior agreements between Client and Upwork concerning Upwork Payroll.
                                                                  1. UPWORK PAYROLL STAFFING PROVIDER
                                                                  When a Client uses Upwork Payroll, which is described on the Site here ( “Upwork Payroll”), a third-party staffing vendor will employ the Freelancer (the “Staffing Provider”). Freelancer (if accepted for employment as described below) will become an employee of the Staffing Provider. The Staffing Provider will assign Freelancer to work for Client, and Client will be responsible for supervising Freelancer. When, and only if, a Freelancer has been accepted for employment by the Staffing Provider and assigned to Client, Freelancer becomes a “Payroll Employee” for purposes of this Agreement, but also remains a Freelancer under the Terms of Service.
                                                                  Your ability to use Upwork Payroll may depend on certain factors, including, without limitation, the location of the Freelancer, the estimated length of the engagement, the wage to be paid, and the nature of the work to be performed. A request to use Upwork Payroll may be rejected for any lawful reason.
                                                                  2. INTERNATIONAL PAYROLL SERVICES
                                                                  Upwork Payroll is currently only available for Freelancers who will work in the United States or Canada.Requests regarding international employment can be addressed on a case-by-case basis by contacting payroll@upwork.com.
                                                                  3. HIRING PROCESS
                                                                  As a Client, you will select a Freelancer to be employed by the Staffing Provider and assigned to work for you via Upwork Payroll. No work can begin until the engagement is active on the Upwork Site, and Client is informed that the Freelancer has started employment and may begin work. After Freelancer’s employment begins, Client will continue to pay for Freelancer’s services through the Site unless Client pays the Opt-Out Fee.
                                                                  4. HIRING DECISIONS; LIMITATIONS ON HIRING
                                                                  Client acknowledges and agrees that Client selects a Freelancer to become a Payroll Employee based upon Client’s determination that Freelancer possesses the skills, background, and education to satisfy the requirements of the assignment. Upwork does not (a) select the Freelancer; (b) have the authority or ability to decide to engage the Freelancer on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Freelancers, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Freelancer or Payroll Employee. All information regarding a Payroll Employee posted on or to the Site or provided by Upwork is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Upwork. Upwork is not responsible for and shall have no liability for Client’s use of or reliance on any Freelancer Information posted or provided by Upwork.
                                                                  The Staffing Provider has the right not to hire a Freelancer for any lawful reason or no reason at all, including if the Freelancer does not meet the Staffing Provider’s standards for employment or the job is considered, in the Staffing Provider’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Payroll Employee may be engaged to perform services that require the Payroll Employee to handle hazardous materials or operate heavy machinery.
                                                                  5. DISCLAIMER OF LIABILITY FOR UPWORK
                                                                  Client acknowledges and agrees that Client and Freelancer are solely responsible for Freelancer Services and for all work performed and Work Product. Upwork provides no express warranty of, will have no implied warranty of, and will have no responsibility for, the Staffing Provider’s services, Freelancer Services and/or Work Product. Upwork expressly disclaims all express and implied warranties for Freelancer Services and/or Work Product, including, without limitation, warranties of non-infringement, merchantability, and fitness for a particular purpose. As between Upwork and Client, Freelancer Services, Work Product, and deliverables are provided AS IS.
                                                                  6. UPWORK PAYROLL SERVICES
                                                                  The following are the services provided by the Staffing Provider for Payroll Employees assigned to Client: (a) calculation and payment of wages (including any applicable overtime wages) based upon submitted timesheets; (b) collection, payment, and reporting of all required taxes on such wages; (c) unemployment insurance and workers’ compensation coverage; (d) administration of legally required benefits, including health insurance, disability insurance, paid sick leave, paid vacation, severance, notice or termination costs, retirement benefits or other welfare or pension benefits; and (e) administration of legally required leaves of absence, wage garnishments, and unemployment claims.
                                                                  7. WORK ENVIRONMENT
                                                                  Client acknowledges and agrees that neither Upwork nor the Staffing Provider will control the work environment in which a Payroll Employee will perform services for Client. Client will be solely responsible for ensuring that the work environment is safe and free from harassment and discrimination as required by applicable law.
                                                                  8. PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
                                                                  Client will be solely responsible for protecting its property, including by implementing and enforcing any agreements, policies or procedures to protect Client’s intellectual property and confidential information.
                                                                  If Client assigns a Payroll Employee any supervisory duties or gives a Payroll Employee authority to sign tax returns, render accounting or legal opinions, issue negotiable instruments, or make final decisions of the nature of those generally made by Client’s executives, officers, or directors, Client agrees that Client and Freelancer are solely responsible for any such decisions or actions by the Payroll Employee.
                                                                  Client will inform Staffing Provider through Upwork (at payroll@upwork.com) if any Payroll Employee supervises other Client employees or Payroll Employees or will handle hazardous materials or operate heavy machinery.
                                                                  If a Payroll Employee is required to possess or maintain any license or be supervised by a supervisor with a special license, Client will be responsible for verifying such license and/or providing such supervision.
                                                                  Client acknowledges and agrees that Payroll Employees are not employees of Upwork and that Upwork does not supervise or control Payroll Employees. Client further acknowledges and agrees that (a) Upwork does not have the power or ability to require a Freelancer to start or stop work; (b) Upwork does not determine or control any term or condition of Freelancer’s employment (including, but not limited to, pay, work hours, work schedules, work locations, performance evaluations, discipline, and termination); (c) Upwork merely provides the platform for Client to assign work to Freelancer and separately facilitates the relationship between Staffing Provider and Freelancer; and (d) Upwork is not an employer or joint employer of the Freelancer.
                                                                  9. COMPLIANCE WITH LEGAL REQUIREMENTS
                                                                  With respect to all Payroll Employees, Client will comply with all applicable legal requirements, including without limitation all laws prohibiting discrimination, harassment, and retaliation and all laws concerning meal and rest breaks, expense reimbursements, leave, and safety. Client will also comply with all reasonable directives by the Staffing Provider regarding the Payroll Employee.
                                                                  Client will immediately inform Staffing Provider through Upwork (at payroll@upwork.com) of (a) any complaint by or against a Payroll Employee of harassment, discrimination, retaliation or unlawful activity; or (b) any request by a Payroll Employee for a leave of absence or disability accommodation or any awareness by Client of a potential disability or need for leave or accommodation. Client will cooperate with Staffing Provider to complete a prompt and thorough investigation of any complaint or to provide any leave or accommodation required by law.
                                                                  All Payroll Employees must be paid on an hourly, non-exempt basis unless the Staffing Provider explicitly approves an exempt determination. If the Staffing Provider approves an exempt determination, the Client is solely responsible for ensuring the determination remains appropriate. Client agrees never to request, encourage, or require Payroll Employees to work off the clock or without reporting the time to the Staffing Provider. Client will not prohibit or discourage any Payroll Employee from taking any meal or rest break authorized by law and/or by the Staffing Provider.
                                                                  10. PAYING PAYROLL EMPLOYEES

                                                                  10.1 General Payment Obligations
                                                                  Your payments for Upwork Payroll are governed by the terms below, as well as the Hourly and Miscellaneous Payment Agreement with Escrow Instructions.
                                                                  You recognize and agree that all hours recorded and submitted to the Staffing Provider by your Payroll Employees will automatically be deemed approved by you, and you authorize those hours to be paid by you. In addition, Payroll Employees do not pay any Service Fees to Upwork.Instead, the Client pays the fees, as described below. Client also understands and agrees that Client is responsible for covering the cost of all Payroll Employee wages, even if a Payroll Employee reports having worked more than the number of hours authorized by Client.
                                                                  10.2 Client Bill Rate; Payroll Employee Pay Rate
                                                                  The total amount the Client pays is the “Bill Rate”, which includes the Payroll Employee’s hourly rate or salary amount (the “Pay Rate”) as well as Upwork fees. The client pays Upwork’s normal 10% Service Fee for using the Site. In addition, Client will pay employer taxes, Upwork’s fees for Upwork Payroll, and the Staffing Provider’s fees (collectively, the “Payroll Service Fees”). The Payroll Service Fees are 10% of the Bill Rate. As an example, if the Client’s Bill Rate is $25.00 per hour, then the Service Fee would be $2.50 (10% of $25.00) per hour, the Payroll Service Fees would be $2.50 (10% of $25.00) per hour, and the Payroll Employee’s Pay Rate would be $20.00 per hour.
                                                                  To use Upwork Payroll, Client acknowledges and agrees that the Bill Rate on Upwork must be at least 25% more than the minimum wage in the location where the Payroll Employee works.
                                                                  In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice or termination costs, health insurance (including costs under the Affordable Care Act), and other similar benefits (collectively, “Additional Costs”). In addition, the Payroll Service Fee may be increased before employment begins for international Upwork Payroll Services. For more information on these Additional Costs in the location of the Freelancer, please email payroll@upwork.com.
                                                                  10.3 Funding and Making Payments
                                                                  Client’s payments of amounts for wages, expense reimbursements, miscellaneous invoices, and bonuses are governed by the Hourly, Bonus and Expense Payment Agreement with Escrow Instructions.
                                                                  The workweek begins at 00:00 midnight UTC on Monday and ends at 23:59 UTC on Sunday. The workday begins at 00:00 midnight UTC and ends at 23:59 UTC. The Bill Rate (for employees who are paid by salary) or the Bill Rate multiplied by the number of hours worked for the previous workweek, including any overtime premium pay (for employees paid by the hour) will be charged to Client’s Payment Method on the Monday following the end of the workweek or at such later time as communicated by Upwork or Staffing Provider. Additional Costs will be charged to Client’s Payment Method after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be charged to Client’s Payment Method after they are approved by Client.
                                                                  11. REQUIRED NOTIFICATIONS
                                                                  Client can provide notices required under this Agreement to payroll@upwork.com.
                                                                  Client will provide written notice within 24 hours of its own receipt of any notice of a work-related accident or injury, and within three days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens, and other forms of legal process affecting the payment of wages to a Payroll Employee.
                                                                  Client will provide written notice within three days of any changes to the job description or work hours of a Payroll Employee, including any change from part-time to full-time status.
                                                                  Client will provide written notice of the termination of a Payroll Employee’s assignment (whether initiated by Client or the Payroll Employee) by providing notice of the termination, including the Payroll Employee name, Client, and termination date to payroll@upwork.com either (a) at least three business days before the Payroll Employee’s last day of employment; (b) immediately if employee quits without notice; or (c) such longer time as may be required to provide the Payroll Employee with adequate notice of termination under the law where the Payroll Employee resides or is legally organized. Failure to timely provide notice may result in additional obligations to the Payroll Employee under applicable law, and Client agrees to pay any such costs.
                                                                  Client also will provide Upwork notice, as provided above, if a Payroll Employee performs no work for Client for more than 10 consecutive Business Days due to any reason other than planned time off or legally required leave (which includes, without limitation, legally required medical or family leave).
                                                                  12. INDEMNIFICATION
                                                                  In addition to the indemnification obligations set forth in the User Agreement, Client agrees to (a) release, indemnify, hold harmless, protect, and defend Upwork and its respective partners, employees, directors, officers, agents, affiliates, and subsidiaries (each an “Indemnified Party”) from and against any and all claims by any person or entity, including a Freelancer or Payroll Employee; and (b) reimburse any Indemnified Party for any claims, expenses, costs (including attorneys’ fees and court costs), obligations, losses, and damages (whether joint or several and including special, consequential, compensatory, or punitive damages), whether arising in contract, tort, or otherwise, related to: (i) actual or alleged acts, errors, or omissions (including, but not limited to, breaches of contract or violations of statutes, laws, rules, or regulations) by Client, its employees (including Payroll Employee(s)), partners, agents, affiliates, members, subsidiaries, representatives, and officers; (ii) any breach of or failure to perform under this Agreement, including, but not limited to, Client’s failure to accurately or timely report wages, hours, expenses, and other reimbursements owed a Payroll Employee or payment of taxes for which Client is responsible; (iii) any alleged failure to properly classify one or more Payroll Employees as exempt from overtime; (iv) actual or alleged errors in any timesheet(s) provided to Upwork and/or the Staffing Provider; (v) Client’s failure to pay a timesheet properly submitted for payment by Payroll Employee; (vi) the actual or alleged failure of Client to comply in any respect with any workplace law or law related to the employment of persons, including, but not limited to, any location’s laws with respect to the payment of wages or the treatment of employees, and including, without limitation, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, and Title VII of the 1964 Civil Rights Act (collectively, “Employment Laws and Regulations”), or (vii) the actual or alleged failure of Upwork or the Staffing Provider to comply in any respect with the Employment Laws and Regulations based in whole or in part (A) on any instruction(s), act(s), or failure(s) to act of Client; or (B) on any incorrect, misleading, or false information provided by Client to Upwork or the Staffing Provider. This indemnification provision will survive the expiration or other termination of this Agreement or Client’s relationship with Upwork.
                                                                  13. CHANGE OF STAFFING PROVIDER
                                                                  A new third-party company may be designated to act as the employer of Payroll Employees (“New Company”), at any time in Upwork’s sole discretion. Upon such designation, or at any other time as directed by Upwork, Client will cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of Upwork Payroll.
                                                                  14. TERMINATION OF UPWORK PAYROLL
                                                                  Without limiting Upwork’s ability to terminate services provided to Client under other Terms of Service, Upwork may terminate Upwork Payroll at any time after providing Client with notice of such termination at least 30 days in advance of the final day Upwork Payroll will be offered (the “Termination Date”). The Staffing Provider will have the obligation for wages and benefits accrued to Payroll Employees through and including the Termination Date, at which point such duties will cease.Additionally, all obligations of the Staffing Provider to maintain workers’ compensation insurance coverage and/or health care coverage on behalf of Payroll Employees will cease on the Termination Date.
                                                                  Client, or another third party designated by Client in Client’s sole discretion and only if it elects to designate a third party, as the case may be, will immediately assume all federal, state, and local obligations of an employer to the Payroll Employees and will immediately assume full responsibility for providing payroll services and workers’ compensation coverage. Client will inform Payroll Employees that they are no longer covered by the Staffing Provider’s workers’ compensation and/or health care policies.
                                                                  Upon the Termination Date, Upwork will immediately be released from such obligations as are permitted by law, but Upwork and the Staffing Provider will not be relieved of any such obligations that accrued or occurred prior to the Termination Date.
                                                                  15. GENERAL PROVISIONS

                                                                  15.1 Governing Law
                                                                  This Agreement and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). You agree that any Claim between you and Upwork must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
                                                                  15.2 Severability
                                                                  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.
                                                                  15.3 No Assignment
                                                                  This Agreement, and the parties’ rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by a party without the other party’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
                                                                  15.4 Waiver
                                                                  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
                                                                  15.5 Execution and Delivery; Binding Effect
                                                                  The parties will evidence execution and delivery of this Agreement with the intention of becoming legally bound, by accepting the Terms of Service on the Site.
                                                                  16. CONTACTING US
                                                                  If you have any questions, or need assistance, please contact payroll@upwork.com.